UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB
(Mark  One)

[X]  QUARTERLY  REPORT  UNDER SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT
     OF  1934  FOR  THE  QUARTERLY  PERIOD  ENDED  MARCH  31,  2006.

[ ]  TRANSITION  REPORT UNDER SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT
     OF  1934  FOR  THE  TRANSITION  PERIOD  FROM  ______  TO  ________

                          COMMISSION FILE NO. 000-30914

                             XTREME COMPANIES, INC.
               (Exact name of issuer as specified in its charter)

             (Exact name of registrant as specified in its charter)


           NEVADA                                                 88-0394012
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

    300  WESTLINK  DR.,  WASHINGTON,  MO          36090
  (Address of principal executive offices)      (Zip Code)

         Issuer's telephone number, including area code: (636) 390-9000


Check  whether  the issuer (1) filed all reports required to be filed by Section
13  or  15(d) of the Exchange Act during the past twelve months (or such shorter
period  that the registrant was required to file such reports), and (2) has been
subject  to  such  filing  requirements  for  the  past  90  days.
[X] Yes   [ ] No

Indicate  by check mark whether the registrant is a shell company (as defined in
Rule  12b-2  of  the  Exchange  Act).  [ ] Yes  [X] No

State  the  number  of shares outstanding of each of the registrant's classes of
common  stock  as  of  the  latest  practical  date:  24,417,250

Transitional  Small  Business  Disclosure  Format  (Check  one):
[ ] Yes   [X] No

                                     -1-
<PAGE>

<TABLE>
                                                      Xtreme Companies, Inc.
                                                        Table of Contents
<CAPTION>
<S>                                                                                             <C>
                                                                                                Page
                                                                                               ------
Part  I  -  Financial  Information

     Item  1  -  Financial  Statements.

          Report  on  Review  by  Independent  Public  Accountant                                 3
          Consolidated Balance  Sheet as of March 31, 2006                                        4
          Consolidated Statement of Operations for the Three
               Months Ended March 31, 2006 and March 31, 2005                                     5
          Statement  of  Cash  Flows  for  the  Three Months Ended
               March 31, 2006 and March 31, 2005                                                  6
          Statements of Changes in Stockholders Equity as of
               March 31, 2006                                                                     7
          Notes  to  Financial  Statements                                                        8

     Item  2  -  Management's Discussion and Analysis or Plan of Operation.                      17
     Item  3  -  Controls  and  Procedures.                                                      22

Part  II  -  Other  Information

     Item  1  -  Legal  Proceedings.                                                             23
     Item  2  -  Unregistered Sales of Equity Securities and Use of Proceeds.                    23
     Item  3  -  Defaults  Upon  Senior  Securities.                                             25
     Item  4  -  Submission  of  Matters  to  a  Vote  of  Security  Holders.                    25
     Item  5  -  Other  Information.                                                             25
     Item  6  -  Exhibits  and  Reports  on  Form  8-K.                                          25

</TABLE>

                                     -2-
<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM  1.  FINANCIAL  STATEMENTS.

                             XTREME COMPANIES, INC.
                          (A Development Stage Company)

                              Financial Statements
                    For the Three Months Ended March 31, 2006

                                   (Unaudited)



                               JASPERS + HALL, PC
                          CERTIFIED PUBLIC ACCOUNTANTS
                          ----------------------------
                          9175 Kenyon Avenue, Suite 100
                                Denver, CO 80237
                                  303-796-0099

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To  the  Board  of  Directors
Xtreme  Companies,  Inc.

We  have reviewed the accompanying balance sheet of Xtreme Companies, Inc. as of
March  31,  2006  and  the related statements of operations for the three months
ended  March  31, 2006 and cash flows for the three months ended March 31, 2006,
included  in the accompanying Securities and Exchange Commission Form 10-QSB for
the  period  ended  March  31,  2006.  These  financial  statements  are  the
responsibility  of  the  Company's  management.

We  conducted  our review in accordance with standards established by the Public
Company  Accounting  Oversight  Board  (United  States).  A  review  of  interim
financial  information consists principally of applying analytical procedures to
financial  data  and  making  inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance  with  the standards of the Public Company Accounting Oversight Board
(United  States),  the  objective  of  which  is  the  expression  of an opinion
regarding  the  financial  statements as a whole. Accordingly, we do not express
such  an  opinion.

Based  on our review, we are not aware of any material modifications that should
be  made  to  the accompanying financial statements for them to be in conformity
with  accounting  principles  generally  accepted  in  the  United  States.

The  accompanying  financial  statements  have  been  prepared assuming that the
Company  will  continue  as  a going concern. As discussed in Note 1, conditions
exist which raise substantial doubt about the Company's ability to continue as a
going  concern.  The  financial  statements  do not include any adjustments that
might  result  from  the  outcome  of  this  uncertainty.



/s/Jaspers and Hall

Jaspers  +  Hall,  PC
Denver,  Colorado
June 2,  2006

                                     -3-
<PAGE>

<TABLE>
                                  Xtreme Companies
                             Consolidated Balance Sheet
                                      (Unaudited)
<CAPTION>
<S>                                                    <C>              <C>
                                                          March 31,    December 31,
ASSETS                                                      2006            2005
                                                       -------------   ------------
CURRENT ASSETS
Cash . . . . . . . . . . . . . . . . . . . . . . . . .  $     29,314   $    331,386
Accounts Receivable. . . . . . . . . . . . . . . . . .       957,990         72,530
Inventory - Boats in Progress. . . . . . . . . . . . .       598,554              0
Inventory - Parts. . . . . . . . . . . . . . . . . . .       376,742              0
Inventory - Trailers and trade-ins . . . . . . . . . .        28,729              0
Inventory - Complete Boats . . . . . . . . . . . . . .       125,000        375,000
Other Current Assets . . . . . . . . . . . . . . . . .             0              0
                                                         -----------    -----------

   TOTAL CURRENT ASSETS. . . . . . . . . . . . . . . .     2,116,329        778,916
                                                         -----------    -----------
PROPERTY AND EQUIPMENT
Building and Land. . . . . . . . . . . . . . . . . . .       878,964              0
Boats molds and plugs. . . . . . . . . . . . . . . . .       519,911              0
Machinery and equipment. . . . . . . . . . . . . . . .       103,297          7,606
Leasehold improvements . . . . . . . . . . . . . . . .       165,413         25,395
Autos and trucks . . . . . . . . . . . . . . . . . . .        69,000              0
Demo boat  . . . . . . . . . . . . . . . . . . . . . .        31,750         30,452
Accumulated depreciation and amortization. . . . . . .      (350,831)        (2,168)
                                                         -----------    -----------

NET PROPERTY & EQUIPMENT . . . . . . . . . . . . . . .     1,417,504         61,285

OTHER ASSETS
Advances to Marine Holdings, Inc . . . . . . . . . . .             0      2,311,891
Certificate of Deposit . . . . . . . . . . . . . . . .     1,000,000              0
                                                         -----------    -----------

     TOTAL OTHER ASSETS. . . . . . . . . . . . . . . .     1,000,000      2,311,891


 TOTAL ASSETS. . . . . . . . . . . . . . . . . . . . .  $  4,533,833   $  3,152,092
                                                         ===========    ===========

LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
Accounts payable . . . . . . . . . . . . . . . . . . .  $    342,755   $    239,731
Accrued Expenses . . . . . . . . . . . . . . . . . . .       121,873        131,000
Accrued interest . . . . . . . . . . . . . . . . . . .       281,956        186,719
Payroll tax liabilities. . . . . . . . . . . . . . . .       107,525         95,831
Deferred revenues. . . . . . . . . . . . . . . . . . .        87,348         22,098
Private promissory notes . . . . . . . . . . . . . . .       332,000        332,000
Notes payable. . . . . . . . . . . . . . . . . . . . .       557,522        181,718
Work-in-process loans. . . . . . . . . . . . . . . . .     1,293,325              0
Note payable to Sun Security- current payment . . . .        169,224              0
Promissory notes - related party (net of discount) . .     2,118,454      2,014,708
                                                         -----------    -----------
     TOTAL CURRENT LIABILITIES . . . . . . . . . . . .     5,411,982      3,203,805
                                                         -----------    -----------

LONG TERM LIABILITIES
Truck loan . . . . . . . . . . . . . . . . . . . . . .        16,089              0
Note payable to Sun Security, less current portion . .     2,792,205              0
Long-term debt, less current portion . . . . . . . . .     4,118,459      1,642,295
                                                         -----------    -----------
     TOTAL LONG TERM LIABILITIES . . . . . . . . . . .     6,926,753      1,642,295
                                                         -----------    -----------

  TOTAL LIABILITIES. . . . . . . . . . . . . . . . . .    12,338,735      4,846,100
                                                         -----------    -----------

SHAREHOLDERS' EQUITY (DEFICIT)
Common stock, 100,000,000 shares authorized
  shares at $.001 par value, 23,801,376 shares issued
  and outstanding at March 31, 2006. . . . . . . . . .        23,801         19,551
Additional paid-in capital . . . . . . . . . . . . . .    13,775,111     18,438,244
Subscriptions receivable . . . . . . . . . . . . . . .       (39,672)       (77,766)
Accumulated deficit. . . . . . . . . . . . . . . . . .   (21,564,142)   (20,074,038)
                                                         -----------    -----------

      TOTAL SHAREHOLDERS' EQUITY (DEFICIT) . . . . . .    (7,804,902)    (1,694,009)
                                                         ------------   -----------

TOTAL LIABILITIES AND SHAREHOLDERS'
  EQUITY (DEFICIT) . . . . . . . . . . . . . . . . . .  $  4,533,833   $  3,152,092
                                                         ============   ===========
<FN>
The accompanying notes are an integral part of these financial statements
</TABLE>

                                     -4-
<PAGE>

<TABLE>
                                  XTREME COMPANIES, INC.
                              CONSOLIDATED INCOME STATEMENT
                    FOR THE THREE MONTHS ENDED MARCH 31, 2006 AND 2005
<CAPTION>
<S>                                                      <C>            <C>
                                                             Three Months Ended
                                                                  March 31,
                                                         --------------------------
                                                             2006           2005
                                                         -----------    -----------
REVENUE
Fire and Patrol Boats . . . . . . . . . . . . . . . .   $          0   $     68,000
Performance and Pleasure Boats. . . . . . . . . . . .        758,590              0
                                                         -----------    -----------
  TOTAL REVENUE . . . . . . . . . . . . . . . . . . .        758,590         68,000

Cost of Goods Sold - Fire and Patrol Boats. . . . . .          6,399         59,066
Cost of Goods Sold - Performance and Pleasure Boats .        906,989              0
                                                         -----------    -----------
  TOTAL COST OF GOODS SOLD. . . . . . . . . . . . . .        913,388         59,066
                                                         -----------    -----------
  GROSS PROFIT. . . . . . . . . . . . . . . . . . . .       (154,798)         8,934

OPERATING EXPENSES
Consulting fees . . . . . . . . . . . . . . . . . . .         42,490        366,365
Documentation fees for funding. . . . . . . . . . . .        150,000              0
Officer compensation. . . . . . . . . . . . . . . . .         32,500              0
Investor relations. . . . . . . . . . . . . . . . . .        429,605         78,935
Marketing . . . . . . . . . . . . . . . . . . . . . .         13,917         83,941
Sales consulting and commissions. . . . . . . . . . .              0         12,000
Professional fees . . . . . . . . . . . . . . . . . .          8,380         21,100
Payroll and taxes . . . . . . . . . . . . . . . . . .        138,510              0
Financing inducement fees . . . . . . . . . . . . . .        (18,750)             0
Depreciation and amortization . . . . . . . . . . . .          7,337            227
Writedown of assets . . . . . . . . . . . . . . . . .        130,000              0
Other operating expenses. . . . . . . . . . . . . . .         84,216         41,295
                                                         -----------    -----------
  TOTAL OPERATING EXPENSES. . . . . . . . . . . . . .      1,018,205        603,863
                                                         -----------    -----------
  LOSS FROM OPERATIONS. . . . . . . . . . . . . . . .     (1,173,003)      (594,929)

OTHER INCOME (EXPENSES)
Interest expense. . . . . . . . . . . . . . . . . . .        317,101        429,030
                                                         -----------    -----------

  LOSS BEFORE INCOME TAXES. . . . . . . . . . . . . .     (1,490,104)    (1,023,959)
                                                         -----------    -----------

Provision for income taxes. . . . . . . . . . . . . .              -              -
                                                         -----------    -----------

  NET LOSS. . . . . . . . . . . . . . . . . . . . . .   $ (1,490,104)  $ (1,023,959)
                                                         ===========    ===========

BASIC AND DILUTED NET LOSS PER SHARE. . . . . . . . .   $      (0.06)  $      (0.08)
                                                         ===========    ===========

BASIC AND DILUTED WEIGHTED AVERAGE
SHARES OUTSTANDING. . . . . . . . . . . . . . . . . .     23,801,376     12,875,076
                                                         ===========    ===========
<FN>
The accompanying notes are an integral part of these financial statements
</TABLE>

                                     -5-
<PAGE>

<TABLE>
                                   XTREME COMPANIES, INC.
                             CONSOLIDATED STATEMENT OF CASH FLOWS
                      FOR THE THREE MONTHS ENDED MARCH 31, 2006 AND 2005
<CAPTION>
<S>                                                           <C>             <C>
                                                                  Three Months Ended
                                                                       March 31,
                                                              ----------------------------
                                                                  2006             2005
                                                              -----------     ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss. . . . . . . . . . . . . . . . . . . . . . . .      $ (1,490,104)   $  (1,023,959)
Adjustment to reconcile net loss to net cash
  provided by (used in) operating activities:
Depreciation and amortization . . . . . . . . . . . . .             7,654           15,603
Write-down of inventory . . . . . . . . . . . . . . . .           130,000                0
Issuance of stock for debt inducement . . . . . . . . .                 0          250,774
Debt conversion feature expense . . . . . . . . . . . .                 0          142,500
Issuance of warrants. . . . . . . . . . . . . . . . . .                 0           77,409
Issuance of stock for consulting services . . . . . . .                 0          334,365
Issuance of stock for marketing services. . . . . . . .                 0           83,591
Loan payoffs for Marine Holdings closing transaction. .           (78,251)               0

 (Increase) decrease in current assets:
Accounts receivable . . . . . . . . . . . . . . . . . .          (884,600)               0
Inventory . . . . . . . . . . . . . . . . . . . . . . .            35,000                0
Advances to Marine Holdings, Inc. . . . . . . . . . . .          (529,700)        (381,571)

Increase (decrease) in current liabilities:
Accrued expenses and accounts payable . . . . . . . . .          (140,679)          44,590
Sun Security WIP loans. . . . . . . . . . . . . . . . .           111,102                0
Payroll tax liabilities payable . . . . . . . . . . . .            11,691             (500)
Bank overdraft acquired . . . . . . . . . . . . . . . .            (1,757)               0
Deferred revenues . . . . . . . . . . . . . . . . . . .            65,250          (20,000)
                                                              -----------     ------------

NET CASH USED IN OPERATING ACTIVITIES . . . . . . . . .        (2,764,394)        (477,198)
                                                              -----------       ----------

NET CASH FLOWS PROVIDED (USED) BY INVESTING ACTIVITIES
Purchase of fixed assets. . . . . . . . . . . . . . . .           (31,803)               0
                                                              -----------       ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
Notes payable . . . . . . . . . . . . . . . . . . . . .           419,844                0
Proceeds from related party convertible debts - net . .         3,036,188          372,591
Proceeds from line of credit. . . . . . . . . . . . . .            38,094                0
                                                              -----------       ----------

NET CASH PROVIDED BY FINANCING ACTIVITIES . . . . . . .         3,494,126          372,591
                                                              -----------       ----------

NET INCREASE IN CASH. . . . . . . . . . . . . . . . . .           697,929         (104,607)

CASH AT BEGINNING OF PERIOD . . . . . . . . . . . . . .      $    331,386      $   110,673
                                                              ===========       ==========

CASH AT END OF PERIOD . . . . . . . . . . . . . . . . .      $  1,029,315        $     6,066
                                                              ===========       ==========

SUPPLEMENTAL DISCLOSURE OF CASHFLOWS
Cash paid for interest. . . . . . . . . . . . . . . . .            20,848               55
Income taxes paid . . . . . . . . . . . . . . . . . . .                 0                0
<FN>
See accompanying notes to financial statements
</TABLE>

                                     -6-
<PAGE>

<TABLE>
                                                Xtreme Companies, Inc.
                                      Statements of Changes in Stockholders Equity
<CAPTION>
<S>                     <C>          <C>        <C>             <C>      <C>            <C>          <C>            <C>
                                                Additional      Shares                                                   Total
                             Common Stock         Paid In       To Be      Deferred     Stock Sub    Accumulated    Stockholder
                           Shares    Par .001     Capital       Issued   Compensation   Receivable      Deficit         Equity

BALANCE,
December 31, 2003        7,118,152    7,118    15,555,172          -       (110,000)         -       (16,191,539)     (739,249)

Recapitalization
Upon reverse
merger acquisition        (357,577)    (358)       35,780          -            -            -              -            35,422

Issuance of
common stock
for officer
compensation               450,000      450       111,479          -            -            -              -           111,929

Issuance of
common stock
for consulting
Services                 1,930,000    1,930       328,342          -            -            -              -           330,272

Issuance of
common stock
for director's
Compensation               600,000      600       148,640          -            -            -              -           149,240

Beneficial
conversion feature
on convertible
Debentures                    -          -        185,200          -            -            -              -           185,200

Conversion
of debts                 1,294,581    1,295       340,682          -            -            -              -           341,977

Issuance of
stock and stock
Warrants for
debt inducement               -          -        155,888          -            -            -              -           155,888

Net loss                      -          -           -             -            -            -         (1,465,532)   (1,465,532)

BALANCE,
December 31, 2004      11,035,156     11,035    16,859,783       1,400    (110,000)          -        (17,657,071)     (894,854)


Issuance of
common stock
for officer
compensation              300,000        300        53,700          -          -             -              -            54,000

Issuance of
common stock
for consulting
services                2,229,101      2,229       332,136          -      110,000           -              -           444,365

Issuance of
common stock
for marketing
services                  557,275        557        83,034          -          -            -               -            83,591

Beneficial
conversion feature
on convertible
debentures                   -            -        329,771          -          -            -               -           329,771

Issuance of
Stock for
Equity line               500,000        500        94,500          -          -         (77,766)           -            17,234

Issuance of
Stock warrants
For debt inducement
On debentures                -            -        218,150          -          -            -               -           218,150

Conversion
of debts                1,858,018      1,858       218,069          -          -            -               -           219,928

Issuance of
stock for debt
inducement              3,071,826      3,072       249,102      (1,400)        -            -               -           250,774

Net loss                     -            -           -             -          -            -         (2,416,967)    (2,416,967)

BABALANCE,
December 31, 2005      19,551,376  $  19,551  $ 18,438,244   $      -    $     -      $  (77,766)  $ (20,074,038)   $(1,694,008)

Issuance of
Stock for
Equity line             2,500,000      2,500       261,406          -          -         38,094           -            302,000

Issuance of
Stock for
Inv Rel Svcs            1,750,000      1,750       190,750          -          -            -               -           192,500

Merger Acctg
Marine Holdings, Inc.        -            -     (5,115,289)         -          -            -               -         5,115,289)

Net Loss                     -            -           -             -          -            -        (1,490,104)      (1,490,104)

                      -----------  ---------  ------------   ---------   ----------   ----------   -------------    -----------

                       23,801,376  $  23,801  $ 13,775,111   $      -    $     -      $  (39,672)  $ (21,564,142)   $(7,804,901)

                      ===========  =========  ============   =========   ==========   ==========   =============    ===========
<FN>
See accompanying notes to financial statements
</TABLE>

                                     -7-
<PAGE>

                             XTREME COMPANIES, INC.

                          NOTES TO FINANCIAL STATEMENTS

               FOR THE THREE MONTHS ENDED MARCH 31, 2006 AND 2005

NOTE  1.  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

BUSINESS  AND  BASIS  OF  PRESENTATION

Xtreme  Companies  was  organized August 14, 1994 under the laws of the State of
Nevada,  under the name of Shogun Advertising, Inc. On May 10, 1998, the Company
changed  its  name  to Xtreme Webworks, the Company offered services to Internet
companies,  assisting  in  higher  recognition placement with search engines. It
also  designed  and  hosted Internet web sites and designed and published online
and  printed  newsletters.  On  April  24, 2002, the Company changes its name to
Xtreme Companies, Inc. (the "Company"). Effective November 30, 2002, the Company
discontinued  its  operations  of  Xtreme  Webworks.

In  October  2003, Xtreme Companies, Inc. entered into an "Agreement and Plan of
Reorganization"  with  Rockwell  Power Systems, Inc. Under this Agreement Xtreme
Companies,  Inc.  purchased  substantially  all of the capital stock of Rockwell
Power  Systems,  Inc.  for  approximately  $175,000  in  exchange for 60,000,000
million  shares  of  its common stock. This acquisition was accounted for by the
purchase method of accounting. Under the purchase accounting, the total purchase
price  was  allocated  to  the tangible and intangible assets and liabilities of
Xtreme  based  upon their respective estimated fair value as of October 1, 2003,
the  effective  date  of this acquisition. In addition, Shogun Investment Group,
one  of  the  major  shareholders  of  the Company, retained 50,000 free trading
shares  of  the  Company's common stock after giving effect to the reverse stock
split.  Shogun  received  $25,000 in cash on the date of the closing and $25,000
upon  acceptance  of  a  payment  plan with the Internal Revenue Service for the
outstanding  tax  liabilities.

On  February 28, 2006, the Company finalized the purchase transaction to acquire
one-hundred  percent of the total outstanding shares of Marine Holdings, Inc., a
Missouri  corporation  d/b/a  Challenger Offshore, pursuant to the Marketing and
Distribution  Agreement  of  March 1, 2005 and upon the terms and conditions set
forth  in  the  Marketing  and  Distribution Agreement.  In connection with this
transaction,  existing  loans of Marine Holdings, Inc. at Sun Security Bank were
paid  in  full by Xtreme Companies, Inc.  Funding for payment of these loans was
generated  through new loans executed by Xtreme Companies, Inc. in the amount of
$4,123,627.

The accompanying unaudited financial statements have been prepared in accordance
with the rules and regulations of the Securities and Exchange Commission for the
presentation  of  interim  financial  information,  but  do  not include all the
information  and  footnotes required by generally accepted accounting principles
for  complete  financial  statements. The 2005 audited financial statements were
filed  in  the  Company's Form 10-KSB on April 14, 2006, with the Securities and
Exchange Commission and are hereby referenced. In the opinion of management, all
adjustments  considered  necessary  for  a fair presentation have been included.

GOING  CONCERN

The  accompanying  financial  statements  have  been prepared in conformity with
accounting  principles  generally  accepted  in  the  United  States,  which
contemplates  continuation  of  the  Company  as  a going concern. The Company's
current  liabilities  exceed  the  current  assets by $5,087,858 as of March 31,
2006.  The Company had operating losses of ($1,490,105) and ($1,023,959) for the
three  months  ended  March  31,  2006  and  2005,  respectively.

The  Company's  management is currently pursuing equity and/or debt financing in
an  effort  to  continue operations. The future success of the Company is likely
dependent  on  its  ability to attain additional capital to develop its proposed
products  and manufacturing processes and ultimately, upon its ability to attain
future profitable operations. There can be no assurance that the Company will be
successful  in  obtaining  such  financing, or that it will attain positive cash
flows  from operations.  The financial statements do not include any adjustments
that  might  be  necessary  should  the Company be unable to continue as a going
concern.

PRINCIPLES  OF  CONSOLIDATION

The  consolidated financial statements include the accounts of Xtreme Companies,
Inc  and its wholly owned subsidiaries - Marine Holdings, Inc. (dba / Challenger
Offshore)  as  of  March  31,  2006  and  First Responders, Inc. (Rockwell Power
Systems,  Inc.  until a name change in June 2005) as of March 31, 2006 and 2005.
All  significant  intercompany  accounts  and  transactions  are  eliminated  in
consolidation.  For  consolidation  purposes,  Marine  Holdings, Inc. operations
have  been  consolidated  from  March  1,  2006  forward, in accordance with the
closing  transaction.

USE  OF  ESTIMATES

The preparation of financial statements in conformity with accounting principles
generally  accepted  in the United States of America requires management to make
estimates  and  assumptions that affect the amounts reported in the accompanying
financial  statements.  Significant  estimates made in preparing these financial
statements  include  the  allowance  for  doubtful  accounts, deferred tax asset
valuation  allowance  and  useful  lives for depreciable and amortizable assets.
Actual  results  could  differ  from  those  estimates.

CASH  AND  CASH  EQUIVALENTS

The  Company  considers all highly liquid investments purchased with an original
maturity  at  date  of  purchase of three months or less to be cash equivalents.
Cash  and cash equivalents are carried at cost, which approximates market value.
In conjunction with the purchase of Marine Holdings, Inc. and the loan financing
through  Sun Security Bank, a certificate of deposit in the amount of $1,000,000
was  required by Sun Security Bank.  These funds were acquired by Xtreme through
a convertible debenture with Dutchess Private Equities Fund, II, LP, on February
24,  2006,  and  is  explained  in  more  detail  in  Note  7  below.

ADVANCES  TO  MARINE  HOLDINGS,  INC.

During  2004, 2005, and the two months of January and February 2006, the Company
provided  financing  to  Marine  Holdings,  Inc. ("Challenger"), a Missouri boat
manufacturer  totaling $144,605, $2,311,891, and $1,254,398 respectively.  These
advances  have  been  eliminated  in  the  consolidated financial statements.The
Company  provided  this  financing  in  the  form  of  advances  pursuant to the
Marketing and Distribution Agreement executed between the two companies on March
1,  2005.  Pursuant  to  the  Marketing  and Distribution Agreement, the Company
administered  all  marketing and sales efforts and was the exclusive distributor
of  leisure,  fishing  and  performance  boats manufactured by Marine, under the
Challenger  Offshore  name.

On  February 28, 2006, the Company finalized the purchase transaction to acquire
one-hundred  percent of the total outstanding shares of Marine Holdings, Inc., a
Missouri  corporation  d/b/a  Challenger Offshore, pursuant to the Marketing and
Distribution  Agreement  of  March 1, 2005 and upon the terms and conditions set
forth  in  the  Marketing  and  Distribution Agreement.  In connection with this
transaction,  existing  loans of Marine Holdings, Inc. at Sun Security Bank were
paid  in  full by Xtreme Companies, Inc.  Funding for payment of these loans was
generated  through new loans executed by Xtreme Companies, Inc. in the amount of
$4,123,627.

ACCOUNTS  RECEIVABLE

The  Company  maintains  an allowance for doubtful accounts for estimated losses
that  may  arise  if  any of its customers are unable to make required payments.
Management  specifically  analyzes  the age of customer balances, historical bad
debt  experience,  customer  credit-worthiness, and changes in customer payments
terms  when  making  estimates  of  the  uncollectibility of the Company's trade
accounts  receivable  balances.  If  the  Company  determines that the financial
conditions  of  any  of  its  customers  deteriorated,  whether  due to customer
specific  or  general  economic  issues,  increase in the allowance may be made.
Accounts  receivable  are  written off when all collection attempts have failed.

                                     -8-
<PAGE>

INVENTORY

The  finished boat inventory consists of a SV-42 pleasure boat purchased through
Marine  Holdings,  Inc.  in 2005 for $250,000.  This item is intended for resale
and  is  carried  on  the  financial  statements  at  cost  of $125,000, after a
write-down  of  $125,000  in March 2006.  After an evaluation by the Company, it
was  determined  that  the  value of the boat is $125,000 and a strong effort is
being  made  to  sell  the  boat  at  this  time.

The  boats  in  process  inventory  of  $598,554 consists of Challenger boats in
various  stages  of the manufacturing process.  These boats are built to fulfill
specific  customer  orders  and  are  shipped  upon  completion.

The  $376,742  of  parts  inventory  consists primarily of small parts, stereos,
windows,  steering  systems,  and engines for use in the Challenger manufacutred
boats.   The  inventory is routinely analyzed and reviewed to determine if there
is  excess  or  obsolete  inventory.  Any  inventory  determined to be excess or
obsolete  is  returned  to vendors or sold.  In the event there is any remaining
inventory,  it  is  expensed  and  written-off  the  balance  sheet.

PROPERTY  &  EQUIPMENT

Property  and  equipment  are stated at cost. Depreciation is provided using the
straight-line method over the estimated useful lives of the related assets, e.g.
real  estate  (30  years),  computers  (5  years),  software  (3  years), office
equipment  and  furniture  (3-7  years),  building  improvements  (5  years).

LONG-LIVED  ASSETS

SFAS  No.  121,  "Accounting  for  the  Impairment  of Long-Lived Assets and for
Long-Lived  Assets  to  Disposed of" requires that long-lived assets be reviewed
for  impairment  whenever  events  or changes in circumstances indicate that the
carrying  amount  of  an  asset  may  not  be  recoverable.

STOCK  BASED  COMPENSATION

SFAS  No.123,  "Accounting for Stock-Based Compensation" ("SFAS No. 123') allows
an  entity  to  elect  to continue to measure compensation cost under Accounting
Principles  Board  Opinion  No.  25,  "Accounting for Stock Issued to Employees"
("APB  No.  25"),  but  requires  pro forma disclosures of net loss and loss per
share  as  if  the  fair-valued-based  method of accounting had been applied. In
accordance  with  SFAS  123,  the  Company  elected  to  continue  to  measure
compensation  cost  under  APB  No. 25, and comply with the pro forma disclosure
requirements.

The  Company  has adopted, for footnote disclosure purposes, SFAS No. 123, which
requires  that  companies disclose the cost of stock-based employee compensation
at  the  grant  date based on the value of the award (the fair value method) and
disclose  this  cost over the service period. The value of the stock-based award
is  determined  using a pricing model whereby compensation cost is the excess of
the  fair  value  of the award as determined by the model at grant date or other
measurement  date  over  the  amount  an employee must pay to acquire the stock.

Transactions  in which goods or services are received from non-employees for the
issuance  of  equity securities or stock-based awards are accounted for based on
the  fair  value  of  the  consideration  received.

FAIR  VALUE  OF  FINANCIAL  INSTRUMENTS

The  Company's  financial  instruments,  including  cash  and  cash equivalents,
accounts  receivable,  accounts  payable  and accrued liabilities are carried at
cost,  which approximates their fair value, due to the relatively short maturity
of  these  instruments.  As  of March 31, 2006 and March 31, 2005, the Company's
notes  payable  have  stated  borrowing  rates  that  are  consistent with those
currently  available  to  the Company and, accordingly, the Company believes the
carrying  value  of  these  debt  instruments  approximates  their  fair  value.

                                     -9-
<PAGE>

REVENUE  RECOGNITION

The  Company recognizes income when the products are completed for delivery, and
when the service is provided, and the customer is invoiced.  The Company applies
the  provisions  of  the  SEC  Staff  Accounting  Bulletin  No.  104,  "Revenue
Recognition in Financial Statements" which provides guidance on the recognition,
presentation  and  disclosure  of revenue in financial statements. The Company's
revenues  earned from boat sales and related services are recorded when the boat
is  completed  at  the  manufacturing  plant  and the customer is invoiced.  The
customers  are  responsible  for  shipment  and  delivery  of the boats from the
manufacturing  plant.

Xtreme  fire  rescue  and patrol boats are customarily sold with terms of 50% of
the  invoiced  boat  amount due and payable prior to work beginning on the boat,
with the balance due upon delivery.  The manufacturer's certificate of origin is
not  provided  to  the customer until the boat has been paid in full. Challenger
Offshore  product  is recorded when the service is provided, or when the boat is
completed  at  the  manufacturing plant and the customer is invoiced.  All boats
are  sold  FOB  Washington, Missouri plant.  Bulletin No. 104 outlines the basic
criteria  that  must  be  met to recognize revenue and provides guidance for the
disclosure  of  revenue  recognition policies. The Company's revenue recognition
policy for sale of products is in compliance with Bulletin No. 104. Revenue from
the  sale  of products is recognized when a formal arrangement exists, the price
is  fixed,  or  determinable,  the  delivery  is completed and collectibility is
reasonably assured.  As a result of the Company's sales terms, the likelihood of
uncollectible  accounts  receivable  remains  low.

NET  LOSS  PER  SHARE

SFAS No. 128, "Earnings Per Share" requires presentation of basic loss per share
and  diluted loss per share. The computation of basic loss per share is computed
by dividing loss available to common stockholders by the weighted-average number
of  outstanding  common  shares  during the period. Diluted loss per share gives
effect  to  all dilutive potential common shares outstanding and all shares held
in  treasury  during  the period. The computation of diluted loss per share does
not  assume conversion, exercise or contingent exercise of securities that would
have  an  anti-dilutive  effect  on  losses.

Net  loss  per  common  share  is  computed using the weighted average number of
common  shares  outstanding during the periods presented. Convertible debentures
and  warrants  may have a dilutive effect on the Company's earnings per share in
the  future  but  are  not  included  in the calculation.  As of March 31, 2006,
convertible  debentures  could  convert  to 48,799,405 shares and warrants could
convert  to  1,662,000  shares.

ADVERTISING  COSTS

Advertising  and  promotional  activities  are  expensed  when  incurred.  Total
advertising  costs  were $1,195 and $0 for the three months ended March 31, 2006
and  2005,  respectively.

SHIPPING  AND  HANDLING  COSTS

Shipping  and handling costs are expensed when incurred.  All sales are recorded
when  the  products  are  invoiced  to  the  customer  upon  completion  at  the
manufacturing  plant.  The  Company  bills its customers on a separate basis for
shipping  and  handling  costs.  Amounts  billed  to  customers for shipping and
handling  are  recorded  as  revenues, and more specifically within the "product
sales"  revenue  subcategory.  Amounts  incurred by the Company for shipping and
handling  costs  related  to the sale and delivery of goods to its customers are
included  in  other  operating  expenses  in  the statement of operations. Total
shipping  and handling costs were $6,500 and $0 for the three months ended March
31,  2006  and  2005,  respectively.

                                      -10-
<PAGE>

INCOME  TAXES

There has been no provision for U.S. federal, state, or foreign income taxes for
any  period  because  the Company has incurred losses in all periods and for all
jurisdictions.  Deferred  income  taxes reflect the net tax effects of temporary
differences between the carrying amounts of assets and liabilities for financial
reporting  purposes  and  the  amounts used for income tax purposes. Significant
components  of  deferred  tax  assets  are  as  follows:

                                                                     2006
                                                                --------------
Deferred  tax  assets:
    Net  operating  loss  carryforwards                         $  21,564,142
    Valuation  allowance  for  deferred  tax  assets              (21,564,142)
                                                                --------------
    Net  deferred tax assets                                    $           -
                                                                ==============


Realization  of  deferred  tax assets is dependent upon future earnings, if any,
the  timing and amount of which are uncertain. Accordingly, the net deferred tax
assets  have  been  fully offset by a valuation allowance. As of March 31, 2006,
the Company had net operating loss carryforwards of approximately $21,564,142 or
federal  income  tax  purposes.  Utilization  of  the  net operating loss may be
subject  to  substantial  annual  limitations  due  to  the  ownership  change
limitations  provided by the Internal Revenue Code and similar state provisions.
The  annual  limitation could result in the expiration of the net operating loss
before  utilization.

NOTE  2.  ACCOUNTS  RECEIVABLE

As  of  March  31,  2006,  accounts  receivable  consists  of  the  following:

Accounts  Receivable

              Wayton Marine Int'l        $692,359
                                         --------
              Muddy Waters                106,993
                                         --------
              Life Line Marine             86,108
                                         --------
              City of Philadelphia, PA     60,000
                                         --------
              Bob Macalady                 11,979
                                         --------
              Mark Spellicy                   345
                                         --------
              New Albany Fire Dept            206
                                         --------
              TOTAL                      $957,990
                                         --------

NOTE  3.  INVENTORY

As  of  March  31,  2006,  inventory  consists  of  the  following:


              SV-42 Pleasure Boat        $125,000
                                         --------
              Boats In Process (WIP)      598,554
                                         --------
              Parts Inventory             376,742
                                         --------
              Boats - Trade-Ins             8,000
                                         --------
              Trailers                     20,729
                                         --------
              TOTAL                    $1,129,025
                                         --------

                                      -11-
<PAGE>

NOTE  4.  PROPERTY  AND  EQUIPMENT

Property  and  equipment  at  March 31, 2006 and 2005 consists of the following:

<TABLE>
<CAPTION>
<S>                                                                     <C>                            <C>
                                                                              2006                           2005
                                                                        ---------------                ---------------
Building . . . . . . . . . . . . . . . . . . . . . . . . . . .          $      703,171                 $            0
Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                 175,793                              0
Molds and plugs. . . . . . . . . . . . . . . . . . . . . . . .                 519,911                              0
Machinery and equipment. . . . . . . . . . . . . . . . . . . .                 102,312                          4,505
Autos and trucks . . . . . . . . . . . . . . . . . . . . . . .                  69,000                              0
Furniture and fixtures . . . . . . . . . . . . . . . . . . . .                     985                            985
Demonstration boat . . . . . . . . . . . . . . . . . . . . . .                  31,750                              0
Business  improvements . . . . . . . . . . . . . . . . . . . .                 165,413                              0
                                                                        ---------------               ----------------
                                                                             1,768,335                          5,490
Less accumulated depreciation
 and amortization                                                             (350,831)                        (1,277)
                                                                        ---------------               ----------------
                                                                        $    1,417,504                $         4,213
                                                                        ===============               ================
</TABLE>

NOTE  5.  ADVANCES  TO  MARINE  HOLDINGS,  INC.

During  2004, 2005, and the two months of January and February 2006, the Company
provided  financing  to  Marine  Holdings,  Inc. ("Challenger"), a Missouri boat
manufacturer  totaling  $144,605, $2,311,891, and $1,254,398 respectively. These
advances  have  been  eliminated  in  the consolidated financial statements. The
Company  provided  this  financing  in  the  form  of  advances  pursuant to the
Marketing and Distribution Agreement executed between the two companies on March
1,  2005.  Pursuant  to  the  Marketing  and Distribution Agreement, the Company
administered  all  marketing and sales efforts and was the exclusive distributor
of  leisure,  fishing  and  performance  boats manufactured by Marine, under the
Challenger  Offshore  name.

On  February 28, 2006, the Company finalized the purchase transaction to acquire
one-hundred  percent  of  the total outstanding shares of Marine Holdings, Inc.,
pursuant  to  the Marketing and Distribution Agreement of March 1, 2005 and upon
the  terms and conditions set forth in the Marketing and Distribution Agreement.
In  connection with this transaction, existing loans of Marine Holdings, Inc. at
Sun  Security  Bank  were  paid  in  full by Xtreme Companies, Inc.  Funding for
payment  of  these  loans  was  generated  through  new loans executed by Xtreme
Companies,  Inc.  in  the  amount  of  $4,123,627.

NOTE  6.  ACCOUNTS  PAYABLE  AND  ACCRUED  EXPENSES

Accounts payable and accrued expenses for the three months ended as of March 31,
2006  and  2005,  consist  of  the  following:

                                     2006              2005
                                -------------     -------------
Accounts  payable               $    342,755      $    221,214

Accrued  expenses                    121,873           129,477

Accrued  interest                    281,956            83,574

Accrued  payroll  taxes              107,525           117,875
                                -------------     -------------
Total                           $    854,109      $    552,140
                                =============     =============

                                      -12-
<PAGE>

NOTE  7.  CONVERTIBLE  DEBENTURES  AND  PROMISSORY  NOTES

On  January  3, 2006, the the Company  issued a non-interest bearing Convertible
Promissory  Note  to  Dutchess  Private  Equities  Fund, II, LP in the amount of
$302,400.  The  note  carries  an  interest  rate  of  0% per year and is due on
January  3,  2011.  The  note  carries  a  discounted  amount  of  $50,400.

On  January  27,  2006,  the  Company  issued a non-interest bearing Convertible
Promissory  Note  to  Dutchess  Private  Equities  Fund, II, LP in the amount of
$59,253.82.  The note carries an interest rate of 0% per year and is due on July
27,  2006.  The  note  carries  a  discounted  amount  of  $9,875.63.

On February 1, 2006, the Company  entered into a Convertible Debenture Agreement
with  Dutchess  Private  Equities  Fund,  LP,  in  the  amount of $132,000, at a
discount  of  $22,000.  The  debenture  has  a  10% interest rate and is due and
payable  February  1,  2011.  The  purchaser  of  the  convertible debentures is
entitled to convert the face amount of the debentures plus accrued interest into
the  Company's  common  stock at the lesser of (i) 75% of the lowest closing bid
price  during the fifteen trading days prior to the Conversion Date or (ii) at a
"Fixed  Conversion  Price"  of  ten  cents  ($0.10).

On  February 3, 2006, the Company entered into a Convertible Debenture Agreement
with  Dutchess  Private  Equities  Fund,  LP,  in  the  amount of $192,000, at a
discount  of  $32,000.  The  debenture  has  a  10% interest rate and is due and
payable  February  3,  2011.  The  purchaser  of  the  convertible debentures is
entitled to convert the face amount of the debentures plus accrued interest into
the  Company's  common  stock at the lesser of (i) 75% of the lowest closing bid
price  during the fifteen trading days prior to the Conversion Date or (ii) at a
"Fixed  Conversion  Price"  of  ten  cents  ($0.10).

On  February  10,  2006,  the  Company  entered  into  a  Convertible  Debenture
Agreement  with  Dutchess  Private  Equities  Fund,  II,  LP,  in  the amount of
$192,000,  at  a discount of $32,000.  The debenture has a 10% interest rate and
is  due  and  payable  February  10,  2011.  The  purchaser  of  the convertible
debentures is entitled to convert the face amount of the debentures plus accrued
interest  into the Company's common stock at the lesser of (i) 75% of the lowest
closing  bid  price during the fifteen trading days prior to the Conversion Date
or  (ii)  at  a  "Fixed  Conversion  Price"  of  eight  cents  ($0.08).

On February 14, 2006, the Company entered into a Convertible Debenture Agreement
with  Dutchess  Private  Equities  Fund, II, LP, in the amount of $192,000, at a
discount  of  $32,000.  The  debenture  has  a  10% interest rate and is due and
payable  February  14,  2011.  The  purchaser  of  the convertible debentures is
entitled to convert the face amount of the debentures plus accrued interest into
the  Company's  common  stock at the lesser of (i) 75% of the lowest closing bid
price  during the fifteen trading days prior to the Conversion Date or (ii) at a
"Fixed  Conversion  Price"  of  eight  cents  ($0.08).

On February 22, 2006, the Company entered into a Convertible Debenture Agreement
with  Dutchess  Private  Equities  Fund, II, LP, in the amount of $150,000, at a
discount  of  $25,000.  The  debenture  has  a  10% interest rate and is due and
payable  February  22,  2011.  The  purchaser  of  the convertible debentures is
entitled to convert the face amount of the debentures plus accrued interest into
the  Company's  common  stock at the lesser of (i) 75% of the lowest closing bid
price  during the fifteen trading days prior to the Conversion Date or (ii) at a
"Fixed  Conversion  Price"  of  eight  cents  ($0.08).

On February 24, 2006, the Company entered into a Convertible Debenture Agreement
with  Dutchess  Private Equities Fund, II, LP, in the amount of $1,236,000, at a
discount  of  $206,000.  The  debenture  has  a 10% interest rate and is due and
payable  February  24,  2011.  The  purchaser  of  the convertible debentures is
entitled to convert the face amount of the debentures plus accrued interest into
the  Company's  common  stock at the lesser of (i) 75% of the lowest closing bid
price  during the fifteen trading days prior to the Conversion Date or (ii) at a
"Fixed  Conversion  Price"  of  eight  cents  ($0.08).

                                      -13-
<PAGE>

On February 28, 2006, the Company entered into a Convertible Debenture Agreement
with  Dutchess  Private  Equities  Fund,  LP,  in  the  amount of $234,000, at a
discount  of  $39,000.  The  debenture  has  a  10% interest rate and is due and
payable  February  28,  2011.  The  purchaser  of  the convertible debentures is
entitled to convert the face amount of the debentures plus accrued interest into
the  Company's  common  stock at the lesser of (i) 75% of the lowest closing bid
price  during the fifteen trading days prior to the Conversion Date or (ii) at a
"Fixed  Conversion  Price"  of  eight  cents  ($0.08).

On  March  2,  2006,  the Company entered into a Convertible Debenture Agreement
with  Dutchess  Private  Equities  Fund,  LP,  in  the  amount of $132,000, at a
discount  of  $22,000.  The  debenture  has  a  10% interest rate and is due and
payable  March 2, 2011.  The purchaser of the convertible debentures is entitled
to  convert  the  face  amount  of the debentures plus accrued interest into the
Company's  common stock at the lesser of (i) 75% of the lowest closing bid price
during the fifteen trading days prior to the Conversion Date or (ii) at a "Fixed
Conversion  Price"  of  eight  cents  ($0.08).

On  March  9,  2006,  the Company entered into a Convertible Debenture Agreement
with  Dutchess  Private  Equities  Fund,  LP,  in  the  amount of $434,400, at a
discount  of  $72,400.  The  debenture  has  a  10% interest rate and is due and
payable  March 2, 2011.  The purchaser of the convertible debentures is entitled
to  convert  the  face  amount  of the debentures plus accrued interest into the
Company's  common stock at the lesser of (i) 75% of the lowest closing bid price
during the fifteen trading days prior to the Conversion Date or (ii) at a "Fixed
Conversion  Price"  of  eight  cents  ($0.08).


NOTE  8.  NOTES  PAYABLE

At  March 31, 2006, the Company had various short term Notes Payable as follows:

Happy Apple Company of $557,522, due on demand, unsecured, and bears interest at
a  rate  of  20%.  Based  on the state of negotiations at December 31, 2005, the
funds  were  recorded  as floor plan financing for customer accounts receivable.
Subsequently,  negotiation  of  the  terms  were  not successful, the floor plan
financing  was  abandoned  and  the  transaction was recorded as a note payable.
This  decision  was  made  through  board  of  director  discussions.

Bank  of  Washington  of  $16,089,  secured  by  a 2002 GMC3500 truck, and bears
interest  at  a  rate  of  9.25%,  and  a  maturity  date  of  March  22,  2009.

Sun Security Bank of $29,750, secured by an Xtreme fire boat, and bears interest
at  a  rate  of  U.S.  Bank Prime Rate plus 1.0%, with an interest rate floor of
7.5%.  This  is  a  90  day  note  and  is  renewable.

Sun  Security  Bank  of  $1,263,575,  secured by certain Challenger Offshore WIP
boats,  and  bears  interest at a rate of U.S. Bank Prime Rate plus 2.0%.  These
are  90  day  notes  and  are  renewable.

On February 28, 2006, the Company entered into a long-term Note Payable with Sun
Security  Bank  of  $2,961,429,  secured  by  the  manufacturing  facility  in
Washington,  Missouri,  and  all  fixed  assets  of the Company.  The note bears
interest  at  a  rate  of  U.S. Bank Prime Rate plus 1.0% and a maturity date of
March  1, 2009.  It is also secured by a certificate of deposit in the amount of
$1,000,000  on  deposit  at  Sun  Security  Bank.

                                      -14-
<PAGE>

NOTE  9.  COMMITMENTS  AND  CONTINGENCIES

Legal  Matters

The  Company believes that there are no claims or litigation pending against the
company  or  its  officers  and directors in their roles as such, the outcome of
which  could have a material adverse effect on the Company's financial condition
or  operating  results.


NOTE  10.  CAPITAL  STOCK  TRANSACTIONS

The  authorized  common stock of the Company consists of 100,000,000 shares with
par  value of $.001. On September 26, 2003, Xtreme's Board of Directors declared
a  100-for-one  reverse  stock  split  of  outstanding  common  stock payable at
September  26,  2003  and  amended the articles of incorporation to increase the
authorized capital shares to 100,000,000. On January 30, 2004, Xtreme's Board of
Directors  declared  a  10-for-1  reverse  split of the outstanding common stock
payable  at  January  30,  2004.

All  share and per share amounts in the accompanying financial statements of the
Company and notes thereto have been retroactively adjusted to give effect to the
stock  splits.

During the year ended December 31, 2005, the following common stock transactions
were  made:

The  Company  issued  557,275  shares  of  the  Company's common stock valued at
$83,591  to  Ron  DiBartolo  of  Marine  Holdings,  Inc. in conjunction with the
Marketing  and  Distribution  Agreement  dated  March  1, 2005.  The shares were
accounted  for  as  marketing  expenses.

The  Company  issued  1,400,000 shares of the Company's common stock to Dutchess
Private  Equities  Fund,  II,  LP,  as  an inducement to provide financing.  The
expense  for  the  stock,  valued at $154,000, was booked to interest expense in
2004.

The  Company  issued  1,671,826  shares  of the Company's common stock valued at
$250,774  to eFund Capital Partners, LLC, as an inducement to provide financing.
The  shares  were  accounted  for  as  interest  expense.

The  Company  issued  2,229,101  shares  of the Company's common stock valued at
$334,365  to  Dutchess  Advisors,  LLC  for  consulting  work.  The  shares were
accounted  for  as  consulting  expense.

The Company issued 300,000 shares of the Company's common stock to an officer of
the  Company  as  compensation  valued  at  $54,000.

The  Company  issued  500,000  shares  of  the  Company's common stock valued at
$95,000 to Preston Capital Partners in connection with the Equity Line Agreement
dated  September 24, 2005.  As of December 31, 2005, proceeds for 167,399 shares
were  applied  as payment to the November 22, 2005 promissory note with Dutchess
Private  Equities  Fund,  II,  LP.  The remaining 332,601 shares were applied as
payment  against  the  same  promissory  note  on  January  19,  2006.

The  Company  issued  1,858,018  shares  of  the  Company's common stock for the
conversion  of  $219,928  in  debts  incurred  in  previous  years.

On January 20, 2006, the Company issued 1,000,000 shares of the Company's common
stock  valued  at  $120,000  to  Preston Capital Partners in connection with the
Equity  Line  Agreement  dated  September  24,  2005.  On February 27, 2006, the
Company issued 500,000 shares of the Company's common stock valued at $55,000 to
Preston  Capital  Partners  in  connection  with the Equity Line Agreement dated
September 24,2005.  On March 3, 2006, the Company issued 1,000,000 shares of the
Company's  common  stock  valued  at  $150,000  to  Preston  Capital Partners in
connection  with the Equity Line Agreement dated September 24,2005.  As of March
31,  2006,  proceeds  for 2,269,448 shares were applied as payment to promissory
notes with Dutchess Private Equities Fund, II, LP.  The remaining 230,552 shares
had  not  been  returned  to  the  company  as  of  March  31,  2006.

NOTE  11.  RENTS

The  Company  has  no  building  rental  expense.

                                      -15-
<PAGE>

NOTE  12.  SUBSEQUENT  EVENTS

On  April  3,  2006,  the Company entered into a Convertible Debenture Agreement
with  Dutchess  Private  Equities  Fund,  LP,  in  the  amount of $375,600, at a
discount  of  $62,600.  The  debenture  has  a  10% interest rate and is due and
payable  April 3, 2011.  The purchaser of the convertible debentures is entitled
to  convert  the  face  amount  of the debentures plus accrued interest into the
Company's  common stock at the lesser of (i) 75% of the lowest closing bid price
during the fifteen trading days prior to the Conversion Date or (ii) at a "Fixed
Conversion  Price"  of  eight  cents  ($0.08).

On  April  26,  2006, the Company entered into a Convertible Debenture Agreement
with  Dutchess  Private  Equities  Fund,  LP,  in  the  amount of $120,000, at a
discount  of  $20,000.  The  debenture  has  a  10% interest rate and is due and
payable April 26, 2011.  The purchaser of the convertible debentures is entitled
to  convert  the  face  amount  of the debentures plus accrued interest into the
Company's  common stock at the lesser of (i) 75% of the lowest closing bid price
during the fifteen trading days prior to the Conversion Date or (ii) at a "Fixed
Conversion  Price"  of  eight  cents  ($0.08).

On  May 3, 2006, the Company entered into a Convertible Debenture Agreement with
Dutchess  Private Equities Fund, LP, in the amount of $276,000, at a discount of
$46,000.  The  debenture  has  a 10% interest rate and is due and payable May 3,
2011.  The  purchaser  of  the convertible debentures is entitled to convert the
face  amount  of  the debentures plus accrued interest into the Company's common
stock  at  the  lesser  of  (i)  75%  of the lowest closing bid price during the
fifteen trading days prior to the Conversion Date or (ii) at a "Fixed Conversion
Price"  of  eight  cents  ($0.08).

On May 10, 2006, the Board of Directors of the Company, accepted the resignation
of  Kevin  Ryan  as  President  and Chief Executive Officer of Xtreme Companies,
Inc.,  and  its  wholly  owned  subsidiaries.

On  May 10, 2006, through a resolution of the Board of Directors of the Company,
Laurie  A.  Phillips  was appointed Chief Executive Officer of Xtreme Companies,
Inc.,  and  its  wholly  owned  subsidiaries.

On May 17, 2006, the Company entered into a Convertible Debenture Agreement with
Dutchess Private Equities Fund, II, LP, in the amount of $492,000, at a discount
of  $82,000.  The  debenture  has a 10% interest rate and is due and payable May
17,  2011.  The  purchaser  of the convertible debentures is entitled to convert
the  face  amount  of  the  debentures  plus accrued interest into the Company's
common stock at the lesser of (i) 75% of the lowest closing bid price during the
fifteen trading days prior to the Conversion Date or (ii) at a "Fixed Conversion
Price"  of  eight  cents  ($0.08).

On  May  17,  2006,  the  Company  entered into an Accounts Receivable Factoring
Agreement  with  Dutchess  Private  Equities  Fund,  II,  LP,  in  the amount of
$695,000.  The  factoring  agreement has a 3.5% monthly interest rate and is due
and  payable  July  17, 2006, with one month minimum interest due and payable on
the  funds.  As  funds become available through the collection of receivables on
certain  boats  as  described  in  the  factoring  agreement, all funds, and any
interest and penalties, must be forwarded to the Holder within one business day.
In  the  event  that  on  the  maturity date, there is a balance due on the face
amount,  the Holder can increase the face amount by ten percent (10%) per month,
for  each  month  that  the  agreement  remains  unpaid.

On May 23, 2006, the Board of Directors of the Company, determined to change the
legal  name  of  the  company  to  Challenger  Offshore, Inc. The name change is
subject  to  a  vote  of  the  shareholders.

On May 24, 2006, the Company entered into a Convertible Debenture Agreement with
Dutchess Private Equities Fund, II, LP, in the amount of $168,000, at a discount
of  $28,000.  The  debenture  has a 10% interest rate and is due and payable May
24,  2011.  The  purchaser  of the convertible debentures is entitled to convert
the  face  amount  of  the  debentures  plus accrued interest into the Company's
common stock at the lesser of (i) 75% of the lowest closing bid price during the
fifteen trading days prior to the Conversion Date or (ii) at a "Fixed Conversion
Price"  of  eight  cents  ($0.08).

                                      -16-
<PAGE>

ITEM  2.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATION.

 This section should be read together with our consolidated financial statements
and  related  notes  included  elsewhere  in  this  report.

CAUTIONARY  STATEMENT  REGARDING  FORWARD-LOOKING  STATEMENTS

In addition to the historical information contained herein, this report contains
forward-looking statements that involve risks and uncertainties. Forward-looking
statements  are  not  based  on  historical  information  but  relate  to future
operations, strategies, financial results or other developments. Forward-looking
statements  are  necessarily  based  upon  estimates  and  assumptions  that are
inherently  subject  to  significant  business,  economic  and  competitive
uncertainties  and  contingencies, many of which are beyond our control and many
of  which,  with  respect  to  future business decisions, are subject to change.
Certain statements contained in this Form 10-QSB, including, without limitation,
statements  containing  the  words "believe", "anticipate, "estimate", "expect",
"are  of  the  opinion  that"  and  words  of  similar  import,  constitute
"forward-looking  statements".

You should not place any undue reliance on these forward-looking statements. You
should  be aware that our actual growth and results could differ materially from
those  contained  in  the forward-looking statements due to a number of factors,
including  those  described  under "Risk Factors" in our 10-KSB and in our other
filings  from  time to time. Although we believe the expectations  reflected  in
the  forward-looking  statements are reasonable, they relate  only  to events as
of  the  date on which the statements are made, and our future  results,  levels
of  activity, performance or achievements may not meet these  expectations.  You
should  not  place undue reliance on these forward-looking statements. We do not
intend  to update any forward-looking statements as a result of new information,
future  events  or  developments,  except  as  required  by  law.

CRITICAL  ACCOUNTING  POLICIES

We have identified the policies below as critical to our business operations and
the  understanding  of  our results of operations. The impact and any associated
risks  related  to  these  policies  on  our  business  operations are discussed
throughout  this  section  where  such policies affect our reported and expected
financial  results.  Our  preparation  of  our Consolidated Financial Statements
requires  us  to make estimates and assumptions that affect the reported amounts
of  assets  and  liabilities, disclosure of contingent assets and liabilities at
the  date  of  our financial statements, and the reported amounts of revenue and
expenses  during  the  reporting  period.  Actual  results may differ from those
estimates.

PROPERTY  &  EQUIPMENT

Property  and  equipment  are stated at cost. Depreciation is provided using the
straight-line method over the estimated useful lives of the related assets, e.g.
real  estate  (30  years),  computers  (5  years),  software  (3  years), office
equipment  and  furniture  (3-7  years),  building  improvements  (5  years).

LONG-LIVED  ASSETS

SFAS  No.  121,  "Accounting  for  the  Impairment  of Long-Lived Assets and for
Long-Lived  Assets  to  Disposed of" requires that long-lived assets be reviewed
for  impairment  whenever  events  or changes in circumstances indicate that the
carrying  amount  of  an  asset  may  not  be  recoverable.

STOCK  BASED  COMPENSATION

SFAS  No.123,  "Accounting for Stock-Based Compensation" ("SFAS No. 123') allows
an  entity  to  elect  to continue to measure compensation cost under Accounting
Principles  Board  Opinion  No.  25,  "Accounting for Stock Issued to Employees"
("APB  No.  25"),  but  requires  pro forma disclosures of net loss and loss per
share  as  if  the  fair-valued-based  method of accounting had been applied. In
accordance  with  SFAS  123,  the  Company  elected  to  continue  to  measure
compensation  cost  under  APB  No. 25, and comply with the pro forma disclosure
requirements.

The  Company  has adopted, for footnote disclosure purposes, SFAS No. 123, which
requires  that  companies disclose the cost of stock-based employee compensation
at  the  grant  date based on the value of the award (the fair value method) and
disclose  this  cost over the service period. The value of the stock-based award
is  determined  using a pricing model whereby compensation cost is the excess of
the  fair  value  of the award as determined by the model at grant date or other
measurement  date  over  the  amount  an employee must pay to acquire the stock.

Transactions  in which goods or services are received from non-employees for the
issuance  of  equity securities or stock-based awards are accounted for based on
the  fair  value  of  the  consideration  received.

                                      -17-
<PAGE>

FAIR  VALUE  OF  FINANCIAL  INSTRUMENTS

The  Company's  financial  instruments,  including  cash  and  cash equivalents,
accounts  receivable,  accounts  payable  and accrued liabilities are carried at
cost,  which approximates their fair value, due to the relatively short maturity
of  these  instruments.  As  of March 31, 2006 and March 31, 2005, the Company's
notes  payable  have  stated  borrowing  rates  that  are  consistent with those
currently  available  to  the Company and, accordingly, the Company believes the
carrying  value  of  these  debt  instruments  approximates  their  fair  value.

REVENUE  RECOGNITION

The  Company recognizes income when the products are completed for delivery, and
when the service is provided, and the customer is invoiced.  The Company applies
the  provisions  of  the  SEC  Staff  Accounting  Bulletin  No.  104,  "Revenue
Recognition in Financial Statements" which provides guidance on the recognition,
presentation  and  disclosure  of revenue in financial statements. The Company's
revenues  earned from boat sales and related services are recorded when the boat
is  completed  at  the  manufacturing  plant  and the customer is invoiced.  The
customers  are  responsible  for  shipment  and  delivery  of the boats from the
manufacturing  plant.

Xtreme  fire  rescue  and patrol boats are customarily sold with terms of 50% of
the  invoiced  boat  amount due and payable prior to work beginning on the boat,
with the balance due upon delivery.  The manufacturer's certificate of origin is
not  provided  to  the customer until the boat has been paid in full. Challenger
Offshore  product  is recorded when the service is provided, or when the boat is
completed  at  the  manufacturing plant and the customer is invoiced.  All boats
are  sold  FOB  Washington, Missouri plant.  Bulletin No. 104 outlines the basic
criteria  that  must  be  met to recognize revenue and provides guidance for the
disclosure  of  revenue  recognition policies. The Company's revenue recognition
policy for sale of products is in compliance with Bulletin No. 104. Revenue from
the  sale  of products is recognized when a formal arrangement exists, the price
is  fixed,  or  determinable,  the  delivery  is completed and collectibility is
reasonably assured.  As a result of the Company's sales terms, the likelihood of
uncollectible  accounts  receivable  remains  low.

NET  LOSS  PER  SHARE

SFAS No. 128, "Earnings Per Share" requires presentation of basic loss per share
and  diluted loss per share. The computation of basic loss per share is computed
by dividing loss available to common stockholders by the weighted-average number
of  outstanding  common  shares  during the period. Diluted loss per share gives
effect  to  all dilutive potential common shares outstanding and all shares held
in  treasury  during  the period. The computation of diluted loss per share does
not  assume conversion, exercise or contingent exercise of securities that would
have  an  anti-dilutive  effect  on  losses.

Net  loss  per  common  share  is  computed using the weighted average number of
common  shares  outstanding during the periods presented. Convertible debentures
and  warrants  may have a dilutive effect on the Company's earnings per share in
the  future  but  are  not  included  in the calculation.  As of March 31, 2006,
convertible  debentures  could  convert  to 48,799,405 shares and warrants could
convert  to  1,662,000  shares.

OVERVIEW

We  design  and  manufacture  high-performance  commercial  boats  used by fire,
police,  and  military  personnel for fire, rescue and patrol. We are a complete
design-to-manufacturing  organization,  creating  or  licensing  designs,  and
creating  tooling, molds, and parts necessary to assemble our products in-house.
Our  products  combine  innovative  designs  with  power,  safety,  handling and
stability  to create boats designed to protect and save lives. We market our low
cost,  rapid  response  boats  directly  to  municipalities and other government
agencies,  such  as, fire departments, police departments, city port-authorities
and  the  military.

We  are  also  the  manufacturer  of  leisure,  fishing  and  performance  boats
manufactured  and  assembled  by  Marine Holdings, Inc., a Missouri corporation,
distributed  and  sold  under the Challenger Offshore name. The Challenger boats
range  in  size  from 19 ft. to 97 ft., with prices ranging from $31,495 to $5.8
million.  Marine  Holdings  manufactures  many  of  their  boats  using  hulls
structurally  designed  by  world-renowned  naval  architects,  as  well  as the
patented  D-DC  hulls. The Challenger boats are distributed through a nationwide
dealer  network.

We  are a publicly traded company, which trades on the Over-the-Counter bulletin
Board  of  the  National  Quotation  Service  under the ticker symbol "XTME.OB."

The address of our principal executive office is 300 Westlink Drive, Washington,
MO  63090.  Our  telephone  number  is  (636)  390-9000.  Our website address is
www.xtremecos.com. Information contained on our website does not constitute part
of this report and our address should not be used as a hyperlink to our website.

                                      -18-
<PAGE>

GOING  CONCERN

Our  financial  statements  for  the  three  month  period ended March 31, 2006,
reflect  a  net  loss  of  ($1,490,104) and net cash flows used by operations of
$2,762,637.  The  Company's  management is currently pursuing equity and/or debt
financing in an effort to continue operations. The future success of the Company
is  likely  dependent on its ability to attain additional capital to develop its
proposed  products  and ultimately, upon its ability to attain future profitable
operations.  There  can  be  no assurance that the Company will be successful in
obtaining  such  financing,  or  that  it  will  attain positive cash flows from
operations.

RESULTS  OF  OPERATIONS

THREE MONTHS ENDED MARCH 31, 2006, AS COMPARED WITH THREE MONTHS ENDED MARCH 31,
2005

NET  REVENUES

For the three months ended March 31, 2006, we generated net revenues of $758,590
as  compared  to  net  revenues of $68,000  for the three months ended March 31,
2005.  Compared  to  the  three months ended March 31, 2005, the major change in
our  business  which impacted revenues for the three months ended March 31, 2006
is  the  increase in Challenger Offshore boat revenueEffective March 1, 2005, we
became the sole distributor for Challenger Offshore boats manufactured by Marine
Holdings,  IncRevenues  were  lower  than  anticipated in the three months ended
March  31,  2006  as  a  result  of lower sales to our primary customers, Wayton
Marine  International  and  Life  Line  Marine

COST  OF  GOODS  SOLD

We  incurred  costs  of  sales  of $913,388 for the three months ended March 31,
2006,  as  compared  to $59,066 for the three months ended March 31, 2005.  On a
percentage basis, cost of goods sold increased from 86.9% to 120.4% of revenues.
The  main factor that led to the unfavorable change was the increased production
of  boats during the three months ended March 31, 2006, with some boats still in
process  at  March 31, 2006.  The costs associated with these boats was $598,554
as  of  March  31,  2006.

OPERATING  EXPENSES

Operating  expenses increased to $1,018,205 for the three months ended March 31,
2006  as  compared  to  $603,863  for the three months ended March 31, 2005. The
increase  in  operating  expenses  for  the period ended March 31, 2006 occurred
primarily  as  a  result of Documentation Fees for Funding of $150,000, Investor
Relations of $429,605, Write-down of Assets of $130,000 and Payroll and Taxes of
$138,510.

INTEREST  EXPENSE

Interest expense decreased from $429,030 to $317,101 from the prior year period.
The reduction is a result of $250,774 interest expense recorded on March 7, 2005
in  connection  with  the  issuance  of  1,671,826 shares issued to e-Fund as an
inducement  to  invest.  Each  of  our  notes  and  debentures  are  issued at a
discount,  which  is  amortized and charged to interest expense over the life of
the promissory note, debenture or warrant.  Also, our debentures are issued with
a  conversion  preference  to  the  Holder  in  the  event of default, which are
included  in  interest  expense  on  the  financial  statements.

NET  LOSS

We  had  a net loss of ($1,490,104) for the three months ended March 31, 2006 as
compared  to  ($1,023,959)  for the three months ended March 31, 2005.   The Net
Loss  increased  due to our increase in operating expenses, along with increased
funding  fees  and  interest  expense  associated  with  financing transactions.

LIQUIDITY  AND  CAPITAL  RESOURCES

We must continue to raise capital to fulfill our plan of acquiring companies and
assisting  in  the  development  of  those companies internally. As of March 31,
2006,  we  had  Total  Current  Assets  of $2,116,329 compared to $778,916 as of
December  31,  2005.  This  was  due  primarily  to  the  following:

     a  $885,460  increase  in  Accounts  Receivable
     a  $754,025  increase  in  inventory,  including  boats  in process, parts,
        finished  boats,  and  trailers  and  trade-ins from
        Marine Holdings, Inc.

As  of  March 31, 2006, we had Total Current Liabilities of $5,411,982, compared
to $3,203,805, as of December 31, 2005. This was due primarily to the following:

     a  $375,804  increase  in  Notes  Payable
     a  $1,293,325  increase  in  Work-In-Process  Loans
     a  $169,224  increase for Sun Security Loans to finance the purchase of the
        Marine  Holdings,  Inc.  manufacturing  facility
     a  $103,746  increase  in  Dutchess  Convertible  Promissory  Notes

Cash  and  cash  equivalents  were  $29,314  as of March 31, 2006 as compared to
$331,386 as of December 31, 2005. Our Stockholders' Equity at March 31, 2006 was
a  deficit  of  ($7,804,902).

As  of  March  31,  2006,  we  had  debt  of  $12,338,735, including convertible
debentures  and  promissory  notes  which  total  $6,568,912.  We accrue monthly
interest  expense on the debt under our convertible debentures, which are due in
2009,  2010  and  2011.  Our  debt  could limit our ability to obtain additional
financing  for working capital, capital expenditures, debt service requirements,
or  other  purposes  in  the  future,  as  needed.

We  continue  to require additional funding at this time.  We believe we will be
able  to secure funding from our current investors, but there is no assurance we
will  be  able  to  do so.  If we are unable to generate sufficient cash flow or
obtain  funds  for required payments, or if we fail to comply with the covenants
in our debt, we will be in default.  We may not be able to able to meet our debt
service  obligations.

                                      -19-
<PAGE>

FINANCING  ACTIVITIES

In  January  2006,  the  Company  received funds totaling $42,000 as payment for
stock  subscription agreements entered into during October 2005.  See footnote 7
to  these  financial  statements  for  further  information.

On January 3, 2006, we issued a non-interest bearing Convertible Promissory Note
to  Dutchess  Private Equities Fund, II, LP in the amount of $302,400.  The note
carries an interest rate of 0% per year and is due on January 3, 2011.  The note
carries  a  discounted  amount  of  $50,400.

On  January  27,  2006,  we issued a non-interest bearing Convertible Promissory
Note to Dutchess Private Equities Fund, II, LP in the amount of $59,253.82.  The
note  carries  an interest rate of 0% per year and is due on July 27, 2006.  The
note  carries  a  discounted  amount  of  $9,875.63.

On  February  1,  2006,  we  entered into a Convertible Debenture Agreement with
Dutchess  Private Equities Fund, LP, in the amount of $132,000, at a discount of
$22,000.  The  debenture has a 10% interest rate and is due and payable February
1, 2011.  The purchaser of the convertible debentures is entitled to convert the
face amount of the debentures plus accrued interest into our common stock at the
lesser  of  (i)  75%  of the lowest closing bid price during the fifteen trading
days  prior  to the Conversion Date or (ii) at a "Fixed Conversion Price" of ten
cents  ($0.10).

On  February  3,  2006,  we  entered into a Convertible Debenture Agreement with
Dutchess  Private Equities Fund, LP, in the amount of $192,000, at a discount of
$32,000.  The  debenture has a 10% interest rate and is due and payable February
3, 2011.  The purchaser of the convertible debentures is entitled to convert the
face amount of the debentures plus accrued interest into our common stock at the
lesser  of  (i)  75%  of the lowest closing bid price during the fifteen trading
days  prior  to the Conversion Date or (ii) at a "Fixed Conversion Price" of ten
cents  ($0.10).

On  February  10,  2006,  we entered into a Convertible Debenture Agreement with
Dutchess Private Equities Fund, II, LP, in the amount of $192,000, at a discount
of  $32,000.  The  debenture  has  a  10%  interest  rate and is due and payable
February  10,  2011.  The purchaser of the convertible debentures is entitled to
convert  the face amount of the debentures plus accrued interest into our common
stock  at  the  lesser  of  (i)  75%  of the lowest closing bid price during the
fifteen trading days prior to the Conversion Date or (ii) at a "Fixed Conversion
Price"  of  ten  cents  ($0.10).

On  February  14,  2006,  we entered into a Convertible Debenture Agreement with
Dutchess Private Equities Fund, II, LP, in the amount of $192,000, at a discount
of  $32,000.  The  debenture  has  a  10%  interest  rate and is due and payable
February  14,  2011.  The purchaser of the convertible debentures is entitled to
convert  the face amount of the debentures plus accrued interest into our common
stock  at  the  lesser  of  (i)  75%  of the lowest closing bid price during the
fifteen trading days prior to the Conversion Date or (ii) at a "Fixed Conversion
Price"  of  eight  cents  ($0.08).

On  February  22,  2006,  we entered into a Convertible Debenture Agreement with
Dutchess Private Equities Fund, II, LP, in the amount of $150,000, at a discount
of  $25,000.  The  debenture  has  a  10%  interest  rate and is due and payable
February  22,  2011.  The purchaser of the convertible debentures is entitled to
convert  the face amount of the debentures plus accrued interest into our common
stock  at  the  lesser  of  (i)  75%  of the lowest closing bid price during the
fifteen trading days prior to the Conversion Date or (ii) at a "Fixed Conversion
Price"  of  ten  cents  ($0.10).

On  February  24,  2006,  we entered into a Convertible Debenture Agreement with
Dutchess  Private  Equities  Fund,  II,  LP,  in  the amount of $1,236,000, at a
discount  of  $206,000.  The  debenture  has  a 10% interest rate and is due and
payable  February  24,  2011.  The  purchaser  of  the convertible debentures is
entitled to convert the face amount of the debentures plus accrued interest into
our common stock at the lesser of (i) 75% of the lowest closing bid price during
the  fifteen  trading  days  prior  to  the  Conversion Date or (ii) at a "Fixed
Conversion  Price"  of  eight  cents  ($0.08).

On  February  28,  2006,  we entered into a Convertible Debenture Agreement with
Dutchess  Private Equities Fund, LP, in the amount of $234,000, at a discount of
$39,000.  The  debenture has a 10% interest rate and is due and payable February
28,  2011.  The  purchaser  of the convertible debentures is entitled to convert
the face amount of the debentures plus accrued interest into our common stock at
the lesser of (i) 75% of the lowest closing bid price during the fifteen trading
days  prior  to the Conversion Date or (ii) at a "Fixed Conversion Price" of ten
cents  ($0.10).

                                      -20-
<PAGE>

On  February  28,  2006,  we  finalized  the  purchase  transaction  to  acquire
one-hundred  percent  of  the total outstanding shares of Marine Holdings, Inc.,
pursuant  to  the Marketing and Distribution Agreement of March 1, 2005 and upon
the  terms and conditions set forth in the Marketing and Distribution Agreement.
In  connection with this transaction, we paid existing loans of Marine Holdings,
Inc.  at  Sun  Security  Bank  in  full.  Funding for payment of these loans was
generated  through  new  loans  we  executed  in  the  amount  of  $4,123,627.

On  March  2,  2006,  we  entered  into  a  Convertible Debenture Agreement with
Dutchess  Private Equities Fund, LP, in the amount of $132,000, at a discount of
$22,000.  The  debenture has a 10% interest rate and is due and payable March 2,
2011.  The  purchaser  of  the convertible debentures is entitled to convert the
face amount of the debentures plus accrued interest into our common stock at the
lesser  of  (i)  75%  of the lowest closing bid price during the fifteen trading
days prior to the Conversion Date or (ii) at a "Fixed Conversion Price" of eight
cents  ($0.08).

On  March  9,  2006,  we  entered  into  a  Convertible Debenture Agreement with
Dutchess  Private Equities Fund, LP, in the amount of $434,400, at a discount of
$72,400.  The  debenture has a 10% interest rate and is due and payable March 2,
2011.  The  purchaser  of  the convertible debentures is entitled to convert the
face amount of the debentures plus accrued interest into our common stock at the
lesser  of  (i)  75%  of the lowest closing bid price during the fifteen trading
days prior to the Conversion Date or (ii) at a "Fixed Conversion Price" of eight
cents  ($0.08).

INFLATION

We  do  not  believe that inflation has had or is likely to have any significant
impact  on  operations.

SUBSIDIARY

As  of  March  31,  2006,  we  had  two  subsidiaries:

Marine  Holdings,  Inc.   (dba  Challenger  Offshore)
First  Responders,  Inc.

                                      -21-
<PAGE>

ITEM  3.  CONTROLS  AND  PROCEDURES.

As  of the end of the period covered by this Quarterly Report on Form 10-QSB, an
evaluation was performed under the supervision and with the participation of our
management,  including  the  Chief Executive Officer and Interim Chief Financial
Officer,  of  the  effectiveness  of  the design and operation of our disclosure
controls and procedures (as defined in Rules 13a-14 and 15d-14 of the Securities
Exchange  Act  of  1934).  Based on that evaluation, our Chief Executive Officer
and  Interim  Chief Financial Officer concluded that our disclosure controls and
procedures  are effective to ensure that information we are required to disclose
in  reports that we file or submit under the Securities Exchange Act of 1934 (i)
is  recorded,  processed,  summarized  and  reported  within  the  time  periods
specified  in  Securities  and  Exchange Commission rules and forms, and (ii) is
accumulated  and  communicated  to our management, including our Chief Executive
Officer  and  Interim  Chief  Financial Officer, as appropriate, to allow timely
decisions  regarding  required  reasonable  assurance  that  such information is
accumulated  and  communicated  to  our management.  Our disclosure controls and
procedures are designed to provide reasonable assurance that such information is
accumulated  and  communicated  to  our management.  Our disclosure controls and
procedures  include components of our internal control over financial reporting.
Management's  assessment  of  the  effectiveness  of  our  internal control over
financial  reporting  is expressed at the level of reasonable assurance that the
control  system,  no  matter  how  well  designed and operated, can provide only
reasonable,  but  not  absolute,  assurance that the control system's objectives
will  be  met.

CHANGES  IN  INTERNAL  CONTROLS

There  was  no  change  in  our  internal  control over financial reporting that
occurred  during  the  first  quarter  covered  by this Quarterly Report on Form
10-QSB  that  materially affected, or is reasonably likely to materially affect,
our  internal  control  over  financial  reporting.

                                      -22-
<PAGE>

                           PART II - OTHER INFORMATION

ITEM  1.  LEGAL  PROCEEDINGS.

We  are  not  aware  of any litigation or potential litigation that could have a
material  impact  on  our  business.

ITEM  2.  UNREGISTERED  SALES  OF  EQUITY  SECURITIES  AND  USE  OF  PROCEEDS.

In  January  2006,  we  received  funds  totaling  $42,000  as payment for stock
subscription  agreements  entered  into  during October 2005.  See footnote 7 to
these  financial  statements  for  further  information.

On January 3, 2006, we issued a non-interest bearing Convertible Promissory Note
to  Dutchess  Private Equities Fund, II, LP in the amount of $302,400.  The note
carries an interest rate of 0% per year and is due on January 3, 2011.  The note
carries  a  discounted  amount  of  $50,400.

On  January  27,  2006,  we issued a non-interest bearing Convertible Promissory
Note to Dutchess Private Equities Fund, II, LP in the amount of $59,253.82.  The
note  carries  an interest rate of 0% per year and is due on July 27, 2006.  The
note  carries  a  discounted  amount  of  $9,875.63.

On  February  1,  2006,  we  entered into a Convertible Debenture Agreement with
Dutchess  Private Equities Fund, LP, in the amount of $132,000, at a discount of
$22,000.  The  debenture has a 10% interest rate and is due and payable February
1, 2011.  The purchaser of the convertible debentures is entitled to convert the
face amount of the debentures plus accrued interest into our common stock at the
lesser  of  (i)  75%  of the lowest closing bid price during the fifteen trading
days  prior  to the Conversion Date or (ii) at a "Fixed Conversion Price" of ten
cents  ($0.10).

On  February  3,  2006,  we  entered into a Convertible Debenture Agreement with
Dutchess  Private Equities Fund, LP, in the amount of $192,000, at a discount of
$32,000.  The  debenture has a 10% interest rate and is due and payable February
3, 2011.  The purchaser of the convertible debentures is entitled to convert the
face amount of the debentures plus accrued interest into our common stock at the
lesser  of  (i)  75%  of the lowest closing bid price during the fifteen trading
days  prior  to the Conversion Date or (ii) at a "Fixed Conversion Price" of ten
cents  ($0.10).

On  February  10,  2006,  we entered into a Convertible Debenture Agreement with
Dutchess Private Equities Fund, II, LP, in the amount of $192,000, at a discount
of  $32,000.  The  debenture  has  a  10%  interest  rate and is due and payable
February  10,  2011.  The purchaser of the convertible debentures is entitled to
convert  the face amount of the debentures plus accrued interest into our common
stock  at  the  lesser  of  (i)  75%  of the lowest closing bid price during the
fifteen trading days prior to the Conversion Date or (ii) at a "Fixed Conversion
Price"  of  ten  cents  ($0.10).

On  February  22,  2006,  we entered into a Convertible Debenture Agreement with
Dutchess Private Equities Fund, II, LP, in the amount of $150,000, at a discount
of  $25,000.  The  debenture  has  a  10%  interest  rate and is due and payable
February  22,  2011.  The purchaser of the convertible debentures is entitled to
convert  the face amount of the debentures plus accrued interest into our common
stock  at  the  lesser  of  (i)  75%  of the lowest closing bid price during the
fifteen trading days prior to the Conversion Date or (ii) at a "Fixed Conversion
Price"  of  ten  cents  ($0.10).

On  February  24,  2006,  we entered into a Convertible Debenture Agreement with
Dutchess  Private  Equities  Fund,  II,  LP,  in  the amount of $1,236,000, at a
discount  of  $206,000.  The  debenture  has  a 10% interest rate and is due and
payable  February  24,  2011.  The  purchaser  of  the convertible debentures is
entitled to convert the face amount of the debentures plus accrued interest into
our common stock at the lesser of (i) 75% of the lowest closing bid price during
the  fifteen  trading  days  prior  to  the  Conversion Date or (ii) at a "Fixed
Conversion  Price"  of  eight  cents  ($0.08).

                                      -23-
<PAGE>

On  February  28,  2006,  we entered into a Convertible Debenture Agreement with
Dutchess  Private Equities Fund, LP, in the amount of $234,000, at a discount of
$39,000.  The  debenture has a 10% interest rate and is due and payable February
28,  2011.  The  purchaser  of the convertible debentures is entitled to convert
the face amount of the debentures plus accrued interest into our common stock at
the lesser of (i) 75% of the lowest closing bid price during the fifteen trading
days  prior  to the Conversion Date or (ii) at a "Fixed Conversion Price" of ten
cents  ($0.10).

On  March  2,  2006,  we  entered  into  a  Convertible Debenture Agreement with
Dutchess  Private Equities Fund, LP, in the amount of $132,000, at a discount of
$22,000.  The  debenture has a 10% interest rate and is due and payable March 2,
2011.  The  purchaser  of  the convertible debentures is entitled to convert the
face amount of the debentures plus accrued interest into our common stock at the
lesser  of  (i)  75%  of the lowest closing bid price during the fifteen trading
days prior to the Conversion Date or (ii) at a "Fixed Conversion Price" of eight
cents  ($0.08).

On  March  9,  2006,  we  entered  into  a  Convertible Debenture Agreement with
Dutchess  Private Equities Fund, LP, in the amount of $434,400, at a discount of
$72,400.  The  debenture has a 10% interest rate and is due and payable March 2,
2011.  The  purchaser  of  the convertible debentures is entitled to convert the
face amount of the debentures plus accrued interest into our common stock at the
lesser  of  (i)  75%  of the lowest closing bid price during the fifteen trading
days prior to the Conversion Date or (ii) at a "Fixed Conversion Price" of eight
cents  ($0.08).

The  securities  issued  in  the foregoing transactions were offered and sold in
reliance  upon  exemptions  from  the  Securities Act of 1933, "Securities Act",
registration  requirements set forth in Sections 3(b) and 4(2) of the Securities
Act, and any regulations promulgated there under, relating to sales by an issuer
not  involving  any  public  offering.  No  underwriters  were  involved  in the
foregoing  sales  of  securities.

                                      -24-
<PAGE>

ITEM  3.  DEFAULTS  UPON  SENIOR  SECURITIES.

None.

ITEM  4.  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS.

None.

ITEM  5.  OTHER  INFORMATION.

None.

ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K.

NUMBER                     DESCRIPTION  OF  EXHIBIT
------                     ------------------------

2.1       Acquisition  Agreement  between the Company and Waste Renewal Systems,
          Inc.,  dated  April  26,  2002  (included as Exhibit 2 to the Form 8-K
          filed  May  8,  2002,  and  incorporated  herein  by  reference).

2.2       Agreement and  Plan of Reorganization between the Company and Rockwell
          Power  Systems,  dated October 1, 2003 (included as Exhibit 2.1 to the
          Form 8-K filed October 9, 2003, and incorporated herein by reference).

3.1       Articles of  Incorporation  (included  as  Exhibit  3.1  to  the  Form
          10-SB12G/A  filed  November  7,  2000,  and  incorporated  herein  by
          reference).

3.2       By-laws (included  as  Exhibit 3.2 to the Form 10-SB filed November 7,
          2000,  and  incorporated  herein  by  reference).

3.3       Amendment to Articles of Incorporation (included as Exhibit 3.3 to the
          Form  SB-2/A  filed  July  21,  2005,  and  incorporated  herein  by
          reference).

4.1       Debenture Agreement  between the Company and Dutchess Private Equities
          Fund, L.P., dated October 1, 2003 (included as Exhibit 4.1 to the Form
          10-KSB  filed  April  14, 2004, and incorporated herein by reference).

4.2       Debenture Agreement  between  the  Company  and  eFund Small-Cap Fund,
          L.P.,  dated  October  1,  2003  (included  as Exhibit 4.2 to the Form
          10-KSB  filed  April  14, 2004, and incorporated herein by reference).

4.3       Subscription  Agreement  between  the  Company  and  Dutchess  Private
          Equities  Fund,  L.P., dated October 1, 2003 (included as Exhibit 10.4
          to  the  Form  10-KSB filed April 14, 2004, and incorporated herein by
          reference).

4.4       Subscription Agreement between the Company and eFund Capital Partners,
          dated  October  1,  2003  (included as Exhibit 10.5 to the Form 10-KSB
          filed  April  14,  2004,  and  incorporated  herein  by  reference).

4.5       Registration Rights Agreement between the Company and Dutchess Private
          Equities  Fund,  L.P., dated October 1, 2003 (included as Exhibit 10.6
          to  the  Form  10-KSB filed April 14, 2004, and incorporated herein by
          reference).

4.6       Registration  Rights Agreement between the Company and eFund Small-Cap
          Fund,  L.P.,  dated  October  1, 2003 (included as Exhibit 10.7 to the
          Form  10-KSB  filed  April  14,  2004,  and  incorporated  herein  by
          reference).

4.7       Debenture Agreement  between the Company and Preston Capital Partners,
          L.P.,  dated  February  3,  2004  (included as Exhibit 4.1 to the Form
          10-QSB  filed  May  24,  2004,  and incorporated herein by reference).

4.8       Debenture Agreement  between  the  Company and eFund Capital Partners,
          LLC,  dated  February  18,  2004  (included as Exhibit 4.2 to the Form
          10-QSB  filed  May  24,  2004,  and incorporated herein by reference).

4.9       Registration  Rights Agreement between the Company and Preston Capital
          Partners,  L.P.,  dated  February 3, 2004 (included as Exhibit 10.1 to
          the  Form  10-QSB  filed  May  24,  2004,  and  incorporated herein by
          reference).

4.10      Registration  Rights  Agreement  between the Company and eFund Capital
          Partners,  LLC,  dated  February 18, 2004 (included as Exhibit 10.2 to
          the  Form  10-QSB  filed  May  24,  2004,  and  incorporated herein by
          reference).

4.11      Subordinated  Convertible  Promissory  Note  between  the  Company and
          Lenders  (included  as Exhibit 10.24 to the Form 10-QSB filed November
          23,  2004,  and  incorporated  herein  by  reference).

4.12      Debenture Agreement  between the Company and Dutchess Private Equities
          Fund L.P., dated October 18, 2004 (included as Exhibit 4.3 to the Form
          10-KSB  filed  April  15, 2005, and incorporated herein by reference).

4.13      Debenture Agreement  between  the  Company and eFund Capital Partners,
          LLC,  dated  October  18,  2004  (included  as Exhibit 4.4 to the Form
          10-KSB  filed  April  15, 2005, and incorporated herein by reference).

4.14      Debenture Agreement  between the Company and Dutchess Private Equities
          Fund  L.P.,  dated  December  23, 2004 (included as Exhibit 4.5 to the
          Form  10-KSB  filed  April  15,  2005,  and  incorporated  herein  by
          reference).

4.15      Debenture Agreement  between the Company and Dutchess Private Equities
          Fund,  II,  LP,  dated January 3, 2005 (included as Exhibit 4.6 to the
          Form 10-QSB filed May 16, 2005, and incorporated herein by reference).

4.16      Warrant Agreement  between  the Company and Dutchess Private Equities,
          II,  LP,  dated  January  3, 2005 (included as Exhibit 4.7 to the Form
          10-QSB  filed  May  16,  2005,  and incorporated herein by reference).

4.17      Debenture Agreement  between the Company and Dutchess Private Equities
          Fund,  LP,  dated  March  8, 2005 (included as Exhibit 4.8 to the Form
          10-QSB  filed  May  16,  2005,  and incorporated herein by reference).

4.18      Warrant Agreement  between  the Company and Dutchess Private Equities,
          LP,  dated  March  8, 2005 (included as Exhibit 4.9 to the Form 10-QSB
          filed  May  16,  2005,  and  incorporated  herein  by  reference).

4.19      Debenture Agreement  between  the  Company and eFund Capital Partners,
          LLC, dated March 10, 2005 (included as Exhibit 4.10 to the Form 10-QSB
          filed  May  16,  2005,  and  incorporated  herein  by  reference).

4.20      Warrant Agreement between the Company and eFund Capital Partners, LLC,
          dated  March  10,  2005  (included  as Exhibit 4.11 to the Form 10-QSB
          filed  May  16,  2005,  and  incorporated  herein  by  reference).

4.21      Debenture Agreement  between  the  Company and eFund Capital Partners,
          LLC, dated March 18, 2005 (included as Exhibit 4.12 to the Form 10-QSB
          filed  May  16,  2005,  and  incorporated  herein  by  reference).

4.22      Warrant Agreement between the Company and eFund Capital Partners, LLC,
          dated  March  10,  2005  (included  as Exhibit 4.13 to the Form 10-QSB
          filed  May  16,  2005,  and  incorporated  herein  by  reference).

4.23      Promissory Note  between  the  Company  and  Dutchess Private Equities
          Fund,  II, L.P., dated March 11, 2005 (included as Exhibit 4.14 to the
          Form 10-QSB filed May 16, 2005, and incorporated herein by reference).

4.24      Debenture Agreement  between the Company and Dutchess Private Equities
          Fund,  dated April 18, 2005 (included as Exhibit 4.24 to the Form SB-2
          filed  June  9,  2005,  and  incorporated  herein  by  reference).

4.25      Warrant Agreement  between  the  Company and Dutchess Private Equities
          Fund,  dated April 18, 2005 (included as Exhibit 4.25 to the Form SB-2
          filed  June  9,  2005,  and  incorporated  herein  by  reference).

4.26      Debenture Agreement  between the Company and Dutchess Private Equities
          Fund, II, dated May 5, 2005 (included as Exhibit 4.26 to the Form SB-2
          filed  June  9,  2005,  and  incorporated  herein  by  reference).

4.27      Warrant Agreement  between  the  Company and Dutchess Private Equities
          Fund, II, dated May 5, 2005 (included as Exhibit 4.27 to the Form SB-2
          filed  June  9,  2005,  and  incorporated  herein  by  reference).

4.28      Debenture Agreement  between the Company and Dutchess Private Equities
          Fund,  II,  dated  May  13, 2005 (included as Exhibit 4.28 to the Form
          SB-2  filed  June  9,  2005,  and  incorporated  herein by reference).

4.29      Warrant Agreement  between  the  Company and Dutchess Private Equities
          Fund,  II,  dated  May  13, 2005 (included as Exhibit 4.29 to the Form
          SB-2  filed  June  9,  2005,  and  incorporated  herein by reference).

4.30      Debenture Exchange  Agreement between the Company and Dutchess Private
          Equities Fund, II, dated May 18, 2005 (included as Exhibit 4.30 to the
          Form  SB-2  filed June 9, 2005, and incorporated herein by reference).

4.31      Warrant Agreement  between  the  Company and Dutchess Private Equities
          Fund,  II,  dated  May  18, 2005 (included as Exhibit 4.31 to the Form
          SB-2  filed  June  9,  2005,  and  incorporated  herein by reference).

4.32      Debenture Agreement  between  the  Company and eFund Capital Partners,
          LLC  dated,  May  20,  2005 (included as Exhibit 4.32 to the Form SB-2
          filed  June  9,  2005,  and  incorporated  herein  by  reference).

4.33      Warrant Agreement  between  the  Company  and  eFund Capital Partners,
          dated  May  20,  2005 (included as Exhibit 4.33 to the Form SB-2 filed
          June  9,  2005,  and  incorporated  herein  by  reference).

4.34      Debenture Conversion  Amendment  between the Company, Dutchess Private
          Equities  Fund,  Dutchess  Private  Equities Fund II and eFund Capital
          Partners,  dated  May  23,  2005 (included as Exhibit 4.34 to the Form
          SB-2  filed  June  9,  2005,  and  incorporated  herein by reference).

4.35      Debenture Agreement  between the Company and Dutchess Private Equities
          Fund,  II,  L.P., dated June 16, 2005 (included as Exhibit 4.36 to the
          Form  10-QSB  filed  August  15,  2005,  and  incorporated  herein  by
          reference).

4.36      Warrant Agreement  between  the  Company and Dutchess Private Equities
          Fund, II, LP, dated June 16, 2005(included as Exhibit 4.37 to the Form
          10-QSB  filed  August 15, 2005, and incorporated herein by reference).

4.37      Registration  Rights Agreement between the Company and Preston Capital
          Partners,  LLC, dated August 24, 2005 (included as Exhibit 4.35 to the
          Form  SB-2  filed  August  24,  2005,  and  incorporated  herein  by
          reference).

4.38      Warrant Agreement  between  the  Company and Dutchess Private Equities
          Fund,  II, LP, dated July 7, 2005(included as Exhibit 4.38 to the Form
          10-QSB filed November 14, 2005, and incorporated herein by reference).

4.39      Debenture Agreement  between the Company and Dutchess Private Equities
          Fund,  II, LP dated July 7, 2005 (included as Exhibit 4.39 to the Form
          10-QSB filed November 14, 2005, and incorporated herein by reference).

4.40      Warrant Agreement  between  the  Company  and  eFund Capital Partners,
          dated  July  7, 2005(included as Exhibit 4.40 to the Form 10-QSB filed
          November  14,  2005,  and  incorporated  herein  by  reference).

4.41      Debenture Agreement  between  the  Company and eFund Capital Partners,
          dated  July 7, 2005 (included as Exhibit 4.41 to the Form 10-QSB filed
          November  14,  2005,  and  incorporated  herein  by  reference).

4.42      Promissory Note  between  the  Company  and  Dutchess Private Equities
          Fund,  II,  L.P., dated July 21, 2005 (included as Exhibit 4.42 to the
          Form  10-QSB  filed  November  14,  2005,  and  incorporated herein by
          reference  ).

4.43      Promissory Note  between  the  Company  and  Dutchess Private Equities
          Fund,  II, L.P., dated August 5, 2005 (included as Exhibit 4.43 to the
          Form  10-QSB  filed  November  14,  2005,  and  incorporated herein by
          reference).

4.44      Promissory Note  between  the  Company  and  Dutchess Private Equities
          Fund, II, L.P., dated August 19, 2005 (included as Exhibit 4.44 to the
          Form  10-QSB  filed  November  14,  2005,  and  incorporated herein by
          reference).

4.45      Promissory Note  between  the  Company  and  Dutchess Private Equities
          Fund,  L.P.,  dated September 1, 2005 (included as Exhibit 4.45 to the
          Form  10-QSB  filed  November  14,  2005,  and  incorporated herein by
          reference).

4.46      Promissory Note  between  the  Company  and  Dutchess Private Equities
          Fund,  L.P.,  dated September 7, 2005 (included as Exhibit 4.46 to the
          Form  10-QSB  filed  November  14,  2005,  and  incorporated herein by
          reference).

4.47      Promissory Note  between  the  Company  and  Dutchess Private Equities
          Fund,  L.P., dated September 15, 2005 (included as Exhibit 4.47 to the
          Form  10-QSB  filed  on  November 14, 2005, and incorporated herein by
          reference).

4.48      Promissory Note  between  the  Company  and  Dutchess Private Equities
          Fund,  L.P., dated September 22, 2005 (included as Exhibit 4.48 to the
          Form  10-QSB  filed  November  14,  2005,  and  incorporated herein by
          reference).

4.49      Promissory Note  between  the  Company  and  Dutchess Private Equities
          Fund,  L.P., dated September 30, 2005 (included as Exhibit 4.49 to the
          Form  10-QSB  filed  November  14,  2005,  and  incorporated herein by
          reference).

4.50      Promissory Note  between  the  Company  and  Dutchess Private Equities
          Fund,  L.P.,  dated  October  7, 2005 (included as Exhibit 4.50 to the
          Form  10-KSB  filed  April  14,  2006,  and  incorporated  herein  by
          reference).

4.51      Promissory Note  between  the  Company  and  Dutchess Private Equities
          Fund,  L.P.,  dated  October 14, 2005 (included as Exhibit 4.51 to the
          Form  10-KSB  filed  April  14,  2006,  and  incorporated  herein  by
          reference).

4.52      Promissory Note  between  the  Company  and  Dutchess Private Equities
          Fund,  II,  L.P.,  dated November 1, 2005 (included as Exhibit 4.52 to
          the  Form  10-KSB  filed  April  14,  2006, and incorporated herein by
          reference).

4.53      Promissory Note  between  the  Company  and  Dutchess Private Equities
          Fund,  II,  L.P.,  dated November 9, 2005 (included as Exhibit 4.53 to
          the  Form  10-KSB  filed  April  14,  2006, and incorporated herein by
          reference).

4.54      Promissory Note  between  the  Company  and  Dutchess Private Equities
          Fund,  II,  L.P., dated November 22, 2005 (included as Exhibit 4.54 to
          the  Form  10-KSB  filed  April  14,  2006, and incorporated herein by
          reference).

4.55      Promissory Note  between  the  Company  and  Dutchess Private Equities
          Fund,  II,  L.P.,  dated December 7, 2005 (included as Exhibit 4.55 to
          the  Form  10-KSB  filed  April  14,  2006, and incorporated herein by
          reference).

4.56      Promissory Note  between  the  Company  and  Dutchess Private Equities
          Fund,  II,  L.P.,  dated  January  3,  2006  (filed  herewith).

4.57      Promissory Note  between  the  Company  and  Dutchess Private Equities
          Fund,  II,  L.P.,  dated  January  27,  2006  (filed  herewith).

4.58      Debenture Agreement  between the Company and Dutchess Private Equities
          Fund,  L.P.,  dated  February  1,  2006  (filed  herewith).

4.59      Debenture Agreement  between the Company and Dutchess Private Equities
          Fund,  L.P.,  dated  February  3,  2006  (filed  herewith).

4.60      Debenture Agreement  between the Company and Dutchess Private Equities
          Fund,  II,  L.P.,  dated  February  10,  2006  (filed  herewith).

4.61      Debenture Agreement  between the Company and Dutchess Private Equities
          Fund,  II,  L.P.,  dated  February  14,  2006  (filed  herewith).

4.62      Debenture Agreement  between the Company and Dutchess Private Equities
          Fund,  II,  L.P.,  dated  February  24,  2006  (filed  herewith).

4.63      Debenture Agreement  between the Company and Dutchess Private Equities
          Fund,  II,  L.P.,  dated  February  28,  2006  (filed  herewith).

4.64      Debenture Agreement  between the Company and Dutchess Private Equities
          Fund,  L.P.,  dated  February  28,  2006  (filed  herewith).

4.65      Debenture Agreement  between the Company and Dutchess Private Equities
          Fund,  L.P.,  dated  March  2,  2006  (filed  herewith).

4.66      Debenture Agreement  between the Company and Dutchess Private Equities
          Fund,  L.P.,  dated  April  3,  2006  (filed  herewith).

10.1      Employment Agreement between the Company and Kevin Ryan, dated October
          30,  2003 (included as Exhibit 10.2 to the Form 10-KSB filed April 14,
          2004,  and  incorporated  herein  by  reference).

10.2      Consulting Agreement  between  the Company and Calicorp, dated October
          1,  2003  (included as Exhibit 10.3 to the Form 10-KSB filed April 14,
          2004,  and  incorporated  herein  by  reference).

10.3      Lease Agreement  between  the  Company  and Corning Garden Grove, LLC,
          dated  November  5,  2003 (included as Exhibit 10.8 to the Form 10-KSB
          filed  April  14,  2004,  and  incorporated  herein  by  reference).

10.4      Lease Agreement  between  the Company and Marlborough Square Equities,
          LLC,  dated  December  1,  2003  (included as Exhibit 10.9 to the Form
          10-KSB  filed  April  14, 2004, and incorporated herein by reference).

10.5      Consulting Agreement  between the Company and Dutchess Advisors, dated
          October  1,  2003  (included as Exhibit 10.10 to the Form 10-KSB filed
          April  14,  2004,  and  incorporated  herein  by  reference).

10.6      Consulting Agreement  between  the  Company  and Lane Longhurst, dated
          October  28,  2003 (included as Exhibit 10.11 to the Form 10-KSB filed
          April  14,  2004,  and  incorporated  herein  by  reference).

10.7      Consulting Agreement  between  the  Company and Gordon McGilton, dated
          October  28,  2003 (included as Exhibit 10.12 to the Form 10-KSB filed
          April  14,  2004,  and  incorporated  herein  by  reference).

10.8      Consulting Agreement  between  the Company and Douglas Leighton, dated
          January  15,  2004  (included  as  Exhibit  10.1 to the Form S-8 filed
          February  4,  2004,  and  incorporated  herein  by  reference).

10.9      Consulting Agreement  between  the Company and Michael Novielli, dated
          January  15,  2004  (included  as  Exhibit  10.2 to the Form S-8 filed
          February  4,  2004,  and  incorporated  herein  by  reference).

10.10     Consulting Agreement  between the Company and Theodore J. Smith, dated
          February  6,  2004  (included  as  Exhibit  10.1 to the Form S-8 filed
          February  13,  2004,  and  incorporated  herein  by  reference).

10.11     Consulting Agreement  between  the  Company  and Jeffrey Conrad, dated
          February  6,  2004  (included  as  Exhibit  10.2 to the Form S-8 filed
          February  13,  2004,  and  incorporated  herein  by  reference).

10.12     Letter of Agreement  between  the  Company and Roean Industries, Inc.,
          dated  February  26,  2004  (included  as Exhibit 10.1 to the Form S-8
          filed  February  27,  2004,  and  incorporated  herein  by reference).

10.13     Non-Employee  Directors  and  Consultants  Retainer  Stock Plan, dated
          October  2,  2003 (included as Exhibit 4 to the Form S-8 filed October
          17,  2003,  and  incorporated  herein  by  reference).

10.14     Fire rescue  jet  sale  agreement  between  the Company and Barb Weir,
          dated July 1, 2004 (included as Exhibit 10.20 to the Form 10-QSB filed
          November  23,  2004,  and  incorporated  herein  by  reference).

10.15     License Agreement between the Company and Albert Mardikian, dated June
          2, 2004 (included as Exhibit 10.23 to the Form 10-QSB filed August 25,
          2004,  and  incorporated  herein  by  reference).

10.16     Sales Agreement  between the Company and Barb Weir, dated July 1, 2004
          (included as Exhibit 10.20 to the Form 10-QSB filed November 23, 2004,
          and  incorporated  herein  by  reference).

10.17     Consulting Agreement  between  the  Company  and TGR Group, LLC, dated
          January  27,  2004 (included as Exhibit 10.22 to the Form 10-QSB filed
          November  23,  2004,  and  incorporated  herein  by  reference).

10.18     Sales Agreement  between  the  Company  and  Jackson  County  Fire
          Department,  dated July 7, 2004 (included as Exhibit 10.23 to the Form
          10-QSB filed November 23, 2004, and incorporated herein by reference).

10.19     Marketing and  Distribution  Agreement  between the Company and Marine
          Holdings,  Inc.,  dated March 1, 2005 (included as Exhibit 10.1 to the
          8-K  filed  March  4,  2005,  and  incorporated  herein by reference).

10.20     Business Services Agreement between the Company and Dutchess Advisors,
          LLC, dated March 1, 2005 (included as Exhibit 10.26 to the Form 10-QSB
          filed  May  16,  2005,  and  incorporated  herein  by  reference).

10.21     Investment Agreement between the Company and Preston Capital Partners,
          dated  August  24,  2005  (included  as Exhibit 10.21 to the Form SB-2
          filed  August  24,  2005,  and  incorporated  herein  by  reference).

10.22     Placement Agent  Agreement  between  the  Company,  Preston  Capital
          Partners, and U.S. Euro Securities, dated August 24, 2005 (included as
          Exhibit 10.22 to the Form SB-2 filed August 24, 2005, and incorporated
          herein  by  reference).

10.23     Employment Agreement  between  the  Company and Laurie Phillips, dated
          May  16,  2005 (included as Exhibit 10.1 to the Form 8-K filed June 8,
          2005,  and  incorporated  herein  by  reference).

10.24     Corporate Consulting  Agreement  between  the  Company  and  Dutchess
          Advisors LLC, dated November 1, 2005 (included as Exhibit 10.24 to the
          Form  10-KSB  filed  April  14,  2006,  and  incorporated  herein  by
          reference).

14.1      Corporate Code  of Conduct and Ethics (included as Exhibit 14.1 to the
          Form  10-KSB  filed  April  14,  2004,  and  incorporated  herein  by
          reference).

21.1      List of Subsidiaries  (included  as  Exhibit  21.1  to the Form 10-KSB
          filed  April  14,  2004,  and  incorporated  herein  by  reference).

31.1      Certification  pursuant  to  Section  302 of the Sarbanes-Oxley Act of
          2002.

31.2      Certification  pursuant  to  Section  302 of the Sarbanes-Oxley Act of
          2002.

32.1      Certification  of  Officers  pursuant  to  18  U.S.C. Section 1350, as
          adopted  pursuant  to  Section  906 of the Sarbanes-Oxley Act of 2002.

                                      -25-
<PAGE>

                                   SIGNATURES

In  accordance  with the requirements of the Exchange Act, the registrant caused
this  report  to  be  signed  on  its  behalf by the undersigned, thereunto duly
authorized.

                            XTREME  COMPANIES,  INC.
                            ------------------------
                                   (Registrant)


/s/  Laurie  A.  Phillips
-----------------------                        June  5,  2006
Laurie  A.  Phillips
Chief  Executive  Officer


/s/  Laurie  A.  Phillips
-----------------------                        June  5,  2006
Laurie  A.  Phillips
Interim  Chief  Financial
Officer,  Principal
Accounting  Officer

                                      -26-
<PAGE>